Unassociated Document


    EXECUTION
COPY

     

    MASTER
ACQUISITION AGREEMENT

     

    DATED
AS OF DECEMBER 9, 2009

     

    BY
AND AMONG

     

    DAVID
J. STERN,

     

    LAW
OFFICES OF DAVID J. STERN, P.A.

    (“DJS”),

     

    PROFESSIONAL
TITLE AND ABSTRACT COMPANY OF FLORIDA, INC.

    (“PTA”),

     

    DEFAULT
SERVICING, INC.

    (“DSI”),

     

    RAJ
K. GUPTA,


     

    JEFFREY
A. VALENTY,

     

    FLATWORLD
DAL LLC,

    (“FLATWORLD”),

     

    FORTUNA
CAPITAL PARTNERS LP,

    (“FORTUNA”),

     

    DJS
PROCESSING, LLC,

     

    PROFESSIONAL
TITLE AND ABSTRACT COMPANY OF FLORIDA, LLC,

     

    DEFAULT
SERVICING, LLC

     

    DAL
GROUP, LLC

    (“DAL”)

     

    AND

     

    CHARDAN
2008 CHINA ACQUISITION CORP.

    (“CHARDAN”)

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Table of
Conents

    


    
      
        
          
            
              
                
                  	 
      	 
      	
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                          ARTICLE
      1

                        	
                          DEFINITIONS

                        	
                          2

                        	 
      
	 
      	 
      	 
      	 
      
	
                          1.1.

                        	
                          Definitions

                        	
                          2

                        	 
      
	 
      	 
      	 
      	 
      
	
                          ARTICLE
      2

                        	
                          DAL
      MEMBERSHIP CONTRIBUTION AND ACQUISITION OF TARGET BUSINESS

                        	
                          14

                        	 
      
	 
      	 
      	 
      	 
      
	
                          2.1.

                        	
                          Transfer
      of Business of DJS, PTA and DSI

                        	
                          14

                        	 
      
	
                          2.2.

                        	
                          Acquisition
      Financing

                        	
                          14

                        	 
      
	
                          2.3.

                        	
                          Chardan
      Initial Capital Contribution for DAL Membership Interest

                        	
                          14

                        	 
      
	
                          2.4.

                        	
                          Contribution
      and Purchase of Target Business

                        	
                          14

                        	 
      
	
                          2.5.

                        	
                          Payment
      of the Initial Cash

                        	
                          14

                        	 
      
	
                          2.6.

                        	
                          Payment
      of Post-Closing Cash

                        	
                          15

                        	 
      
	
                          2.7.

                        	
                          Equity
      Issuance

                        	
                          15

                        	 
      
	
                          2.8.

                        	
                          Closing

                        	
                          15

                        	 
      
	
                          2.9.

                        	
                          FlatWorld
      Proceeds

                        	
                          15

                        	 
      
	 
      	 
      	 
      	 
      
	
                          ARTICLE
      3

                        	
                          REPRESENTATIONS
      AND WARRANTIES OF SELLERS AND SELLER CONTROLLING PARTY WITH RESPECT TO
      SELLERS,  SELLER CONTROLLING PARTY AND THE FORMATION OF THE
      NEWLY-FORMED LLCS

                        	
                          15

                        	 
      
	 
      	 
      	 
      	 
      
	
                          3.1.

                        	
                          Formation,
      Organization, Authorization, Ownership of Interest.

                        	
                          15

                        	 
      
	
                          3.2.

                        	
                          No
      Conflicts

                        	
                          16

                        	 
      
	
                          3.3.

                        	
                          Legal
      Proceedings

                        	
                          17

                        	 
      
	
                          3.4.

                        	
                          Exclusivity

                        	
                          17

                        	 
      
	
                          3.5.

                        	
                          Consents
      of Governmental Entities

                        	
                          17

                        	 
      
	
                          3.6.

                        	
                          Disregarded
      Entity

                        	
                          17

                        	 
      
	
                          3.7.

                        	
                          Non-assumed
      Liabilities

                        	
                          17

                        	 
      
	 
      	 
      	 
      	 
      
	
                          ARTICLE
      4

                        	
                          REPRESENTATIONS
      AND WARRANTIES OF EACH SELLER AND SELLER CONTROLLING PARTY WITH RESPECT TO
      THE SELLERS, THE TARGET BUSINESS, THE ASSETS OF THE TARGET BUSINESS AND
      THE NEWLY FORMED LLCS

                        	
                          17

                        	 
      
	 
      	 
      	 
      	 
      
	
                          4.1.

                        	
                          Newly-Formed
      LLCs

                        	
                          17

                        	 
      
	
                          4.2.

                        	
                          Financial
      Statements.

                        	
                          18

                        	 
      
	
                          4.3.

                        	
                          Taxes

                        	
                          19

                        	 
      
	
                          4.4.

                        	
                          Absence
      of Certain Developments

                        	
                          20

                        	 
      
	
                          4.5.

                        	
                          Affiliates

                        	
                          21

                        	 
      
	
                          4.6.

                        	
                          Contracts.

                        	
                          22

                        	 
      
	
                          4.7.

                        	
                          Litigation;
      Compliance

                        	
                          23

                        	 
      
	
                          4.8.

                        	
                          Employees;
      Labor Disputes.

                        	
                          23

                        	 
      
	
                          4.9.

                        	
                          No
      Conflict; Consents

                        	
                          24

                        	 
      
	
                          4.10.

                        	
                          Assets.

                        	
                          24

                        	 
      


                

              

            

          

        

      

    

    


    
      
        
           


        

        
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                        4.11.

                      	
                        Environmental
      Laws and Regulations.

                      	
                        25

                      	 
      
	
                        4.12.

                      	
                        Brokerage

                      	
                        25

                      	 
      
	
                        4.13.

                      	
                        Employee
      Benefit Plans

                      	
                        25

                      	 
      
	
                        4.14.

                      	
                        Insurance

                      	
                        26

                      	 
      
	
                        4.15.

                      	
                        Banks

                      	
                        27

                      	 
      
	
                        4.16.

                      	
                        Business
      Relationships

                      	
                        27

                      	 
      
	
                        4.17.

                      	
                        Real
      Property

                      	
                        27

                      	 
      
	
                        4.18.

                      	
                        Intellectual
      Property Rights.

                      	
                        28

                      	 
      
	
                        4.19.

                      	
                        Acquisitions

                      	
                        29

                      	 
      
	
                        4.20.

                      	
                        Accounts
      Receivable

                      	
                        29

                      	 
      
	
                        4.21.

                      	
                        Investment
      Representation.

                      	
                        29

                      	 
      
	
                        4.22.

                      	
                        Disclosure

                      	
                        30

                      	 
      
	
                        4.23.

                      	
                        Certain
      Business Practices

                      	
                        30

                      	 
      
	
                        4.24.

                      	
                        Disclaimer
      of Other Representations and Warranties; General
Exception.

                      	
                        30

                      	 
      
	 
      	 
      	 
      	 
      
	
                        ARTICLE
      5

                      	
                        REPRESENTATIONS
      AND WARRANTIES OF DAL, FLATWORLD, GUPTA AND VALENTY

                      	
                        31

                      	 
      
	 
      	 
      	 
      	 
      
	
                        5.1.

                      	
                        DAL,
      FlatWorld, Gupta and Valenty Representations

                      	
                        31

                      	 
      
	 
      	 
      	 
      	 
      
	
                        ARTICLE
      6

                      	
                        REPRESENTATIONS
      AND WARRANTIES OF CHARDAN

                      	
                        34

                      	 
      
	 
      	 
      	 
      	 
      
	
                        6.1.

                      	
                        Formation,
      Organization, Authorization, Capitalization.

                      	
                        34

                      	 
      
	
                        6.2.

                      	
                        No
      Conflicts

                      	
                        35

                      	 
      
	
                        6.3.

                      	
                        Legal
      Proceedings

                      	
                        35

                      	 
      
	
                        6.4.

                      	
                        Consents
      of Governmental Entities

                      	
                        35

                      	 
      
	
                        6.5.

                      	
                        Financial
      Statements.

                      	
                        36

                      	 
      
	
                        6.6.

                      	
                        Taxes

                      	
                        36

                      	 
      
	
                        6.7.

                      	
                        Absence
      of Certain Developments

                      	
                        36

                      	 
      
	
                        6.8.

                      	
                        Affiliates

                      	
                        37

                      	 
      
	
                        6.9.

                      	
                        Contracts

                      	
                        38

                      	 
      
	
                        6.10.

                      	
                        Litigation;
      Compliance

                      	
                        38

                      	 
      
	
                        6.11.

                      	
                        No
      Conflict; Consents

                      	
                        38

                      	 
      
	
                        6.12.

                      	
                        Banks

                      	
                        38

                      	 
      
	
                        6.13.

                      	
                        Trust
      Fund

                      	
                        38

                      	 
      
	
                        6.14.

                      	
                        SEC
      Reports.

                      	
                        38

                      	 
      
	
                        6.15.

                      	
                        Certain
      Business Practices

                      	
                        39

                      	 
      
	
                        6.16.

                      	
                        Brokerage

                      	
                        39

                      	 
      
	
                        6.17.

                      	
                        Investment
      Representations.

                      	
                        39

                      	 
      
	
                        6.18.

                      	
                        Disclosure

                      	
                        39

                      	 
      
	
                        6.19.

                      	
                        Disclaimer
      of Other Representations and Warranties; General Exception

                      	
                        40

                      	 
      
	 
      	 
      	 
      	 
      
	
                        ARTICLE
      7

                      	
                        CONDITIONS
      TO OBLIGATIONS

                      	
                        40

                      	 
      
	 
      	 
      	 
      	 
      
	
                        7.1.

                      	
                        Conditions
      to Obligations of DAL

                      	
                        40

                      	 
      
	
                        7.2.

                      	
                        Conditions
      to Obligations of Sellers

                      	
                        40

                      	 
      
	
                        7.3.

                      	
                        Conditions
      to Obligations of Chardan

                      	
                        40

                      	 
      


              

            

          

        

      

    

    


    
      
        
           


        

        
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                      ARTICLE
      8

                    	
                      RESTRICTIVE
      COVENANTS

                    	
                      41

                    	 
      
	 
      	 
      	 
      	 
      
	
                      8.1.

                    	
                      Restrictive
      Covenants

                    	
                      41

                    	 
      
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      9

                    	
                      OTHER
      COVENANTS AND AGREEMENTS

                    	
                      41

                    	 
      
	 
      	 
      	 
      	 
      
	
                      9.1.

                    	
                      Covenants
      To Be Observed by Each Seller

                    	
                      41

                    	 
      
	
                      9.2.

                    	
                      Access.

                    	
                      42

                    	 
      
	
                      9.3.

                    	
                      Contracts

                    	
                      43

                    	 
      
	
                      9.4.

                    	
                      Employees
      and Employee Benefits.

                    	
                      43

                    	 
      
	
                      9.5.

                    	
                      Taxes

                    	
                      44

                    	 
      
	
                      9.6.

                    	
                      Notice
      of Material Adverse Changes

                    	
                      44

                    	 
      
	
                      9.7.

                    	
                      Exclusivity.

                    	
                      44

                    	 
      
	
                      9.8.

                    	
                      Debt
      Financing

                    	
                      45

                    	 
      
	
                      9.9.

                    	
                      Name
      Change Filing

                    	
                      45

                    	 
      
	
                      9.10.

                    	
                      Mutual
      Covenants

                    	
                      45

                    	 
      
	
                      9.11.

                    	
                      Covenant
      to be Observed by Chardan.

                    	
                      47

                    	 
      
	
                      9.12.

                    	
                      SEC
      Filings

                    	
                      48

                    	 
      
	
                      9.13.

                    	
                      Financial
      Information

                    	
                      49

                    	 
      
	
                      9.14.

                    	
                      Books
      and Records.

                    	
                      49

                    	 
      
	
                      9.15.

                    	
                      Existing
      Members Assignment

                    	
                      49

                    	 
      
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      10

                    	
                      GOVERNING
      LAW; DISPUTE RESOLUTION.

                    	
                      50

                    	 
      
	 
      	 
      	 
      	 
      
	
                      10.1.

                    	
                      Governing
      Law

                    	
                      50

                    	 
      
	
                      10.2.

                    	
                      Consent
      to Jurisdiction

                    	
                      50

                    	 
      
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      11

                    	
                      INDEMNITY

                    	
                      50

                    	 
      
	 
      	 
      	 
      	 
      
	
                      11.1.

                    	
                      Indemnification.

                    	
                      50

                    	 
      
	
                      11.2.

                    	
                      Limitations
      on Indemnification

                    	
                      52

                    	 
      
	
                      11.3.

                    	
                      Indemnification
      Procedures.

                    	
                      53

                    	 
      
	
                      11.4.

                    	
                      Treatment
      of Indemnity Payments

                    	
                      55

                    	 
      
	
                      11.5.

                    	
                      Calculation
      of Losses

                    	
                      55

                    	 
      
	
                      11.6.

                    	
                      Survival
      of Representations and Warranties

                    	
                      56

                    	 
      
	
                      11.7.

                    	
                      Indemnity
      Exclusive Remedy; Effect of Fraud

                    	
                      56

                    	 
      
	
                      11.8.

                    	
                      Escrow
      to Secure Sellers’ Indemnity Obligations

                    	
                      56

                    	 
      
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      12

                    	
                      TERMINATION

                    	
                      57

                    	 
      
	 
      	 
      	 
      	 
      
	
                      12.1.

                    	
                      Termination
      of Agreement

                    	
                      57

                    	 
      
	
                      12.2.

                    	
                      Effect
      of Termination

                    	
                      58

                    	 
      
	 
      	 
      	 
      	 
      
	
                      ARTICLE
      13

                    	
                      MISCELLANEOUS
      PROVISIONS

                    	
                      58

                    	 
      
	 
      	 
      	 
      	 
      
	
                      13.1.

                    	
                      Amendment
      and Modifications

                    	
                      58

                    	 
      
	
                      13.2.

                    	
                      Waiver
      of Compliance

                    	
                      58

                    	 
      
	
                      13.3.

                    	
                      Expenses

                    	
                      59

                    	 
      
	
                      13.4.

                    	
                      Further
      Assurances

                    	
                      59

                    	 
      
	
                      13.5.

                    	
                      No
      Waiver of Rights

                    	
                      59

                    	 
      


            

          

        

      

    

    


    
      
        
           


        

        
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                      13.6.

                    	
                      Notices

                    	
                      59

                    	 
      
	
                      13.7.

                    	
                      Assignment

                    	
                      61

                    	 
      
	
                      13.8.

                    	
                      Enforcement

                    	
                      61

                    	 
      
	
                      13.9.

                    	
                      Counterparts

                    	
                      61

                    	 
      
	
                      13.10.

                    	
                      Headings

                    	
                      61

                    	 
      
	
                      13.11.

                    	
                      Entire
      Agreement

                    	
                      61

                    	 
      
	
                      13.12.

                    	
                      Third
      Party Beneficiaries

                    	
                      61

                    	 
      
	
                      13.13.

                    	
                      Severability

                    	
                      61

                    	 
      
	
                      13.14.

                    	
                      Specific
      Performance

                    	
                      62

                    	 
      
	
                      13.15.

                    	
                      Appendices,
      Exhibits and Schedules.

                    	
                      62

                    	 
      
	 
      	 
      	 
      	 
      
	
                      DISCLOSURE
      SCHEDULES

                    	
                      66

                    	 
      
	 
      	 
      	 
      
	
                      Exhibits

                    	
                      67

                    	 
      


            

          

        

      

    

    


    
      
        
           


        

        
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    MASTER
ACQUISITION AGREEMENT

     

    This
MASTER ACQUISITION
AGREEMENT (including the Exhibits and Schedules hereto, this “Agreement”) is made and
entered into as of this 9th day of
December, 2009 (the “Effective
Date”), by and among, DAL Group, LLC, a limited liability company
organized under the laws of the State of Delaware (“DAL”), David J. Stern, the Law
Offices of David J. Stern, P.A., a professional association licensed to practice
law in the State of Florida (“DJS”), Professional Title and
Abstract Company of Florida, Inc., a corporation organized under the laws of the
State of Florida (“PTA”), Default Servicing,
Inc., a corporation organized under the laws of the State of Florida (“DSI,” each of DJS, PTA and DSI
is a “Seller” hereunder,
and shall be referred to herein collectively as the “Sellers”), Raj K. Gupta
(“Gupta”), Jeffrey A.
Valenty (“Valenty”),
FlatWorld DAL LLC, a limited liability company organized under the laws of the
State of Delaware (“FlatWorld”), Fortuna Capital
Partners LP, a limited partnership organized under the laws of the State of
Delaware (“Fortuna,” and
collectively with FlatWorld, the “Existing Members”), DJS
Processing, LLC, a limited liability company organized under the laws of the
State of Delaware (“DJS
LLC”), Professional Title and Abstract Company of Florida, LLC, a limited
liability company organized under the laws of the State of Delaware (“PTA LLC”), Default Servicing,
LLC, a limited liability company organized under the laws of Delaware (“DSI LLC”), and Chardan 2008
China Acquisition Corp., a corporation organized under the laws of the British
Virgin Islands (“Chardan”). All capitalized
terms not defined herein shall have the meanings set forth in the DAL Membership
Interest Agreement.

     

    WITNESSETH:

     

    WHEREAS, pursuant to the
applicable Contribution Agreement, DJS LLC, PTA LLC and DSI LLC own and operate
the Target Business.  DJS, PTA and DSI, the sole members of DJS LLC,
PTA LLC and DSI LLC, respectively, desire to transfer their respective interests
in such entities to DAL;

     

    WHEREAS, Affiliates of the
Existing Members formed DAL on March 20, 2007 and, as of the time immediately
prior to the Effective Date, the Existing Members are the sole members of
DAL.  DAL proposes to acquire, pursuant to the terms of the DAL
Membership Interest Agreement, all of the issued and outstanding membership
interests in each of DJS LLC (the “DJS LLC Interests”), PTA LLC
(the “PTA LLC
Interests”) and DSI LLC (the “DSI LLC
Interests”);

     

    WHEREAS, Chardan is a blank
check company formed for the purpose of acquiring, engaging in a merger, share
exchange or contractual control arrangement with, purchasing all or
substantially all of the assets of, or engaging in any other similar business
combination with an unidentified operating business, which transaction shall
equal at least 80% of Chardan’s net assets held in the Trust Account (defined
below);

     

    WHEREAS, each of Chardan, DJS,
PTA and DSI will become members of DAL and will adopt, together with the
Existing Members, the DAL Operating Agreement, contemporaneously with the
Closing, to govern the respective rights and obligations of the members and to
provide for the management of DAL; and

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    WHEREAS, in order to
consummate the transactions described in the foregoing recitals, the parties
hereto desire to enter into this Agreement to document their consent to, and
provide for the consummation of, the transactions contemplated or otherwise
required by the foregoing recitals.

     

    NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth
herein, and for such other good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     

    ARTICLE
1

     

    DEFINITIONS

     

    1.1.           Definitions.  As
used in this Agreement and the Exhibits and Schedules delivered pursuant hereto,
and to the extent incorporated in other Transaction Documents, the following
definitions shall apply:

     

    “401(k) Plan” means any
existing 401(k) Plan of any Seller adopted by a Newly-Formed LLC or, prior to
the Closing, any new 401(k) Plan adopted by any Newly-Formed LLC.

     

    “Accounts Receivable” means
any amount owed by any customer, client or other party to any Seller, any
Newly-Formed LLC or the Seller Controlling Party in connection with the Target
Business.

     

    “Acquired Interests” means,
collectively, the DJS LLC Interests, the PTA LLC Interests and the DSI LLC
Interests, to be acquired by DAL pursuant to the DAL Membership Interest
Agreement.

     

    “Acquisition Proposal” has the
meaning set forth in Section 9.7.

     

    “Affiliate” means, as to any
Person, a Person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the Person specified.  With respect to any natural person, the term
Affiliate shall also include any member of said person’s immediate family, any
family limited partnership or similar entity for said person and any trust,
voting or otherwise, of which said person is a trustee or of which said person
or any of said person’s immediate family is a beneficiary.  With
respect to any trust, the term Affiliate shall also include any beneficiary or
trustee of such trust.  For purposes of the foregoing, the term “control” and
variations thereof means the possession of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by Contract or otherwise.

     

    “Agreement” has the meaning
set forth in the Preamble.

     

    “Assumed Liabilities” has the
meaning set forth in the Contribution Agreements.

     

    “Audited Financials” means the
financial statements of the Target Business for the annual period ended December
31, 2006, 2007 and 2008, prepared in accordance with US GAAP and audited in
accordance with US GAAS, by McGladrey & Pullen, LLP.

    


    
      
        
           


        

        
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    “Books and Records” means all
books and records, ledgers, employee records, customer lists, files,
correspondence, and other records of every kind (whether written, electronic, or
otherwise embodied) owned or used by any Seller or any Newly-Formed LLC or in
which any Seller’s or any Newly-Formed LLC’s assets, business, or transactions
are otherwise reflected, in each case with respect to the Target
Business.

     

    “Business Day” means any day
other than a Saturday, Sunday or legal holiday in connection with which banks in
New York, New York are authorized or permitted to close.

     

    “Chardan” has the meaning set
forth in the Preamble.

     

    “Chardan Basket” means
$250,000.

     

    “Chardan Capital Fee” means
$2,000,000.

     

    “Chardan Indebtedness” shall
mean all payment obligations (including obligations under capitalized leases) of
Chardan to any bank, insurance company, finance company or other institutional
lender or other Person for money borrowed; provided, however, that Chardan
Indebtedness shall not include trade payables and accruals.

     

    “Chardan Indemnified Parties”
means Chardan and DAL, and their respective partners, officers, directors,
employees, Affiliates, agents, successors and assigns.

     

    “Chardan Indemnity Cap” means
$5,000,000.

     

    “Chardan Initial Capital
Contribution” means $64,550,000, reduced by an amount equal to the funds
paid to Chardan’s shareholders who exercise their redemption rights or
dissenter’s rights in connection with Chardan’s special meeting of shareholders
to approve this Agreement and the transactions contemplated hereby.

     

    “Chardan Material Adverse
Change” means a material adverse change (a) in the properties, assets,
results of operations, business or financial condition of Chardan or (b) in the
ability of Chardan to consummate the transactions contemplated by this Agreement
or the DAL Membership Interest Agreement; provided, however, that for
purposes of this Agreement, none of the following shall be deemed to constitute,
and none of the following shall be taken into account in determining whether
there has been or could be expected to be, a Material Adverse
Change:  any adverse change, event, development or effect arising from
or relating to (A) general business or economic conditions, (B) national or
international political or social conditions, including the engagement by the
United States in hostilities, whether or not pursuant to the declaration of a
national emergency or war, or the occurrence of any military or terrorist
attack, (C) financial, banking or securities markets (including any disruption
thereof and any decline in the price of any security or any market index), (D)
changes in GAAP, or (E) changes in law, rules, relations, orders or other
binding directives issued by any Governmental Entity.

     

    “Chardan Material Adverse
Effect” means a material adverse effect on the business, assets,
condition (financial or otherwise), or results of operations of
Chardan.

    


    
      
        
           


        

        
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    “Chardan Private Placement Shares”
means up to 1,500,000 ordinary shares of Chardan issued pursuant to a
private placement closing on or before the Closing, for gross proceeds of
$10,500,000.

     

    “Chardan Services Agreement”
has the meaning set forth in the DAL Membership Interest Agreement.

     

    “Chardan Warrants” means the
11,166,666 warrants issued by Chardan prior to the date of this Agreement,
exercisable at $5.00 each for one share of Chardan Common Stock, expiring on
August 11, 2012, and the 137,500 warrants to be issued by Chardan upon exercise
of the Underwriter Option.

     

    “Chardan Warrant Cash” means
the cash paid by Chardan to exercise the DAL Warrants, less any portion of such
cash required to be paid to the Stern Participants pursuant to the Stern
Deferral Note and the lenders by the terms of the DAL Acquisition Debt, as such
terms were agreed to as of the Closing Date.

     

    “Claims” means any and all
notices, claims, demands, Legal Proceedings, deficiencies, Orders, and Losses
assessed or sustained, including the defense or settlement of any such Claim and
the enforcement of all rights to indemnification under this
Agreement.

     

    “Closing Date” means the date
that is no more than three (3) Business Days following the satisfaction or
waiver of the conditions set forth in Article 7.

     

    “Closing” means the
consummation of the transactions contemplated by the DAL Membership Interest
Agreement.

     

    “Code” means the United States
Internal Revenue Code of 1986, as amended.

     

    “Common Interest” means the
Common Membership Interests of DAL, issued pursuant to the DAL Operating
Agreement.

     

    “Consent” means any consent,
authorization or approval.

     

    “Contributed Asset” means any
asset contributed by each Seller to its respective Newly-Formed LLC, pursuant to
a Contribution Agreement, or otherwise.

     

    “Contribution  Agreement”
means any of the Contribution Agreements, between a Seller and its respective
Newly-Formed LLC, providing for the contribution by such Seller of Contributed
Assets to such Newly-Formed LLC, in the form attached hereto as Exhibit
A.

     

    “Contract” means any contract,
agreement, commitment, arrangement or understanding (whether written or oral,
whether formal or informal).

     

    “DAL” has the meaning set
forth in the Preamble.

     

    “DAL Acquisition Debt” has the
meaning set forth in the DAL Membership Interest Agreement.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    “DAL Chardan Equity” has the
meaning set forth in the DAL Membership Interest Agreement.

     

    “DAL Expenses” has the meaning
set forth in the DAL Membership Interest Agreement.

     

    “DAL Membership Interest
Agreement” means the Contribution and Membership Interest Purchase
Agreement as described in Section 2.4 hereof, pursuant to which DAL will acquire
the Target Business from Sellers, in the form attached hereto as Exhibit
B.

     

    “DAL Material Adverse Change”
means a material adverse change (a) in the properties, assets, results of
operations, business or financial condition of DAL or (b) in the ability of DAL
to consummate the transactions contemplated by this Agreement or the DAL
Membership Interest Agreement; provided, however, that for the
purposes of this Agreement, none of the following shall be deemed to constitute,
and none of the following shall be taken into account in determining whether
there has been or could be expected to be, a Material Adverse
Change:  any adverse change, event, development or effect arising from
or relating to (A) general business or economic conditions, (B) national or
international political or social conditions, including the engagement by the
United States in hostilities, whether or not pursuant to the declaration of a
national emergency or war, or the occurrence of any military or terrorist
attack, (C) financial, banking or securities markets (including any disruption
thereof and any decline in the price of any security or any market index), (D)
changes in GAAP, or (E) changes in law, rules, relations, orders or other
binding directives issued by any Governmental Entity.

     

    “DAL Material Adverse Effect”
means a material adverse effect on the business, assets, condition (financial or
otherwise), or results of operations of DAL.

     

    “DAL Operating Agreement” means the Second Amended
and Restated Limited Liability Company Agreement of DAL, in the form attached
hereto as Exhibit
C.

     

    “DAL Stern Equity” has the
meaning set forth in the DAL Membership Interest Agreement.

     

    “DAL Warrants” means the
Warrants issued by DAL to Chardan as part of the Equity Consideration, each
exercisable into one Common Interest, at a price of $5.00, upon the exercise of
each Chardan Warrant, or entitling the holder thereof to Common Interests of DAL
upon the exercise of the Underwriter Option issued by Chardan to each
underwriter of Chardan’s initial public offering.

     

    “Deferral Notes” has the
meaning set forth in the DAL Membership Interest Agreement.

     

    “Disclosure Schedules” has the
meaning set forth in Article 3.

     

    “DJS LLC Interests” has the
meaning set forth in the Preamble.

    


    
      
        
           


        

        
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    “DJS” has the meaning set
forth in the Preamble.

     

    “DSI LLC Interests” has the
meaning set forth in the Preamble.

     

    “DSI” has the meaning set forth
in the Preamble.

     

    “Employee Benefit Plans” means
all “employee benefit plans” (as defined in Section 3(3) of ERISA), bonus,
deferred compensation, equity-based, severance, or other plan or written
agreement relating to employment, compensation or fringe benefits.

     

    “Employment Agreement” means
that employment agreement to be entered into by and between DAL and David J.
Stern in the form attached hereto as Exhibit
D.

     

    “Equity Consideration” means
the DAL Chardan Equity, the DAL Stern Equity and the Existing Members
Equity.

     

    “Escrow Agent” means US Bank
and Trust Company.

     

    “Escrow Agreement” means the
Escrow Agreement, dated the Closing Date, among Sellers and Escrow Agent, in the
form attached hereto as Exhibit
E.

     

    “Escrowed Equity” means the
Series A Preferred Interests of DJS, PTA and DSI with an aggregate value as of
the Closing of $15,000,000 (based on the value implied by the Series A
liquidation preference), deposited with the Escrow Agent pursuant to the Escrow
Agreement and Section 11.8 hereof.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    “Existing Members” has the
meaning set forth in the Preamble.

     

    “Existing Members Equity” has
the meaning set forth in the DAL Membership Interest Agreement.

     

    “Facilities Sharing Agreement”
means the Facilities Sharing Agreement, dated as of the Closing Date, between
DJS and DAL, in the form attached hereto as Exhibit
F.

     

    “FIRPTA Certificate” means a
certificate of each Seller under Section 1445(b)(2) of the Code, acceptable in
form and substance to Chardan and DAL.

     

    “Financial Statements” means
the Audited Financials and the Unaudited Financials.

     

    “Financing Agreements” means
the documents, agreements, instruments and certificates executed by DAL in
connection with the DAL Acquisition Debt, to partially finance the purchase of
the Acquired Interests.

     

    “FlatWorld” has the meaning
set forth in the Preamble.

     

    “FlatWorld Additional Warrant
Proceeds” has the meaning set forth in the DAL Membership Interest
Agreement.

     

    “FlatWorld Basket” means
$50,000.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    “FlatWorld Closing Proceeds”
has the meaning set forth in the DAL Membership Interest Agreement.

     

    “FlatWorld Indemnity Cap”
means the lesser of (1) 55% of the after-tax cash proceeds received by FlatWorld
or any post-Closing Affiliate as a result of the Transactions (including from
the FlatWorld Services Agreement and the sale of the Existing Members Equity or
Chardan shares received in exchange therefor), and (2) $1,500,000; provided, if any
indemnity claim that was made within the period during which such claims may be
made under this Agreement is limited as a result of clause (1) above, and
FlatWorld or any of its post-Closing Affiliates receive additional after-tax
cash proceeds as a result of the Transactions after such time limitation, then
the Chardan Indemnified Parties and the Stern Indemnified Parties shall be
entitled to recover from FlatWorld, Gupta and Valenty an amount equal to 55% of
such additional after-tax cash proceeds, subject to the cap set forth in clause
(2) above, even if such cash proceeds are received after the period during which
indemnification claims may be made under this Agreement.

     

    “FlatWorld Services Agreement”
has the meaning set forth in the DAL Membership Interest Agreement.

     

    “FlatWorld Warrant Proceeds”
has the meaning set forth in the DAL Membership Interest Agreement.

     

    “Fortuna” has the meaning set
forth in the Preamble.

     

    “Governmental Entity” means
any government or agency, district, bureau, board, commission, court,
department, official, political subdivision, tribunal, taxing authority or other
instrumentality of any government, whether federal, state or local, domestic or
foreign.

     

    “Government Securities” means
any Treasury Bills issued by the United States having a maturity of one hundred
and eighty (180) days or less.

     

    “Gupta” has the meaning set
forth in the Preamble.

     

    “HSR Act” means the
Hart-Scott-Rodino Antitrust Improvements Act of 1974.

     

    “Indebtedness” shall mean all
payment obligations (including obligations under capitalized leases) of any
Seller or any Newly-Formed LLC to any bank, insurance company, finance company
or other institutional lender or other Person for money borrowed; provided, however, that
Indebtedness shall not include trade payables and accruals.

     

    “Initial Cash” means
$110,969,080, less the principal amount of the Stern Deferral Note.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    “Intellectual Property Rights”
means all intellectual property rights, including: (i) national and
multinational statutory invention registrations, patents and patent applications
(including all reissues, divisions, continuation, continuation-in-part,
extensions and reexaminations), all improvements to the inventions disclosed in
each such registration, patent or application, registered or applied for in the
United States and all other nations throughout the world, and all rights therein
provided by bilateral or international treaties or conventions, (ii) trademarks,
service marks, trade dress, logos, domain names, trade names and corporate
names, whether or not registered, including all variations, derivations and
combinations thereof, and registrations and applications for registration
thereof in any product category, including all marks registered or applied for
in the United States and all other nations throughout the world, and all rights
therein provided by bilateral or international treaties or conventions and all
goodwill of the appurtenant business associated therewith, (iii) copyrights,
(iv) computer software, including source code, object code, firmware, operating
systems and specifications, (v) trade secrets and confidential, technical and
business information, and (vi) copies and tangible embodiments of all of the
foregoing, in whatever form or medium.

     

    “Law” means any constitutional
provision, statute or other law, rule, regulation, or interpretation of any
Governmental Entity and any Order.

     

    “Lease Agreements” means the
Office Lease between Teachers Insurance and Annuity Association of America and
DJS dated February 15, 2008; Standard Office Lease between Colross I, LLC and
DJS dated July 13, 2009; and Lease between Commerce Crossings Business Centers
and DSI dated July 17, 2008.

     

    “Legal Proceedings” means any
judicial, administrative or arbitral actions, suits, proceedings (public or
private) or governmental proceedings.

     

    “Letter Agreements” means,
collectively, that certain letter agreement, dated the date hereof, executed by
DAL, FlatWorld and Fortuna, and that certain letter agreement, dated the date
hereof, executed by DAL, FlatWorld, Fortuna and the Stern
Participants.

     

    “Losses” means any and all
losses, damages, debts, liabilities, obligations, deficiencies, penalties,
amounts paid in connection with Claims, amounts paid in settlement, costs
(including court costs) and expenses, including reasonable attorneys’ and other
professionals’ fees and disbursements and other amounts paid or incurred in
connection with the enforcement of rights (whether by law or pursuant to this
Agreement) to recover Losses but shall not include liability for any lost
profits, diminution in value (including based upon multiple of earnings) or
incidental, consequential, indirect, special, or punitive damages.

     

    “Material Adverse Change”
means a material adverse change (a) in the properties, assets, results of
operations, business or financial condition of any Seller or any Newly-Formed
LLC, in each case, taken as a whole or (b) in the ability of any Seller or the
Seller Controlling Party to consummate the transactions contemplated by this
Agreement or the DAL Membership Interest Agreement; provided, however, that for the
purposes of this Agreement, none of the following shall be deemed to constitute,
and none of the following shall be taken into account in determining whether
there has been or could be expected to be, a Material Adverse
Change:  (i) any adverse change, event, development or effect arising
from or relating to (A) general business or economic conditions that effect the
Target Business and all other sectors of the overall economy equally (and, for
the avoidance of doubt, any downturn in general economic conditions that
disproportionately impacts the Target Business will be considered a Material
Adverse Change with respect to this provision), (B) national or international
political or social conditions, including the engagement by the United States in
hostilities, whether or not pursuant to the declaration of a national emergency
or war, or the occurrence of any military or terrorist attack, (C) financial,
banking or securities markets (including any disruption thereof and any decline
in the price of any security or any market index), (D) changes in GAAP, or (E)
changes in law, rules, relations, orders or other binding directives issued by
any Governmental Entity.

    


    
      
        
           


        

        
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    “Material Adverse Effect”
means a material adverse effect on the business, assets, condition (financial or
otherwise), or results of operations of the Target Business, any Seller or any
Newly-Formed LLC.

     

    “Net EBITDA” has the meaning
set forth in the DAL Membership Interest Agreement.

     

    “Newly-Formed LLC” shall mean
each of DJS LLC, PTA LLC and DSI LLC and shall be referred to herein
collectively as the “Newly-Formed
LLCs”.

     

    “Newly-Formed LLC Plans” means
any Newly-Formed LLC’s employee benefit plans and arrangements, including any
401(k) plan, and employee group or executive medical, life or disability
insurance.

     

    “Nonassumed Liabilities” means
all liabilities of the Target Business not expressly assumed by the Newly-Formed
LLCs pursuant to the Contribution Agreements including, without limitation, any
and all liabilities or obligations for any Tax incurred or asserted as a result
of the Transactions, except to the extent included in accounts payable or
accrued expenses assumed as a part of the Assumed Liabilities under any
Contribution Agreement.

     

    “Order” means any decree,
injunction, judgment, order, award, ruling, assessment or writ by a court,
administrative agency, other Governmental Entity, arbitrator or arbitration
panel.

     

    “Permits” means any material
license, franchise, permit, order or approval or other similar authorization
affecting, or relating in any way to, the Target Business as conducted by any
Seller, together with the name of the Governmental Entity issuing the
same.

     

    “Permitted Claims” has the
meaning set forth in the Contribution Agreements.

     

    “Person” means any individual,
partnership, joint venture, corporation, limited liability company, trust,
estate, unincorporated organization or Governmental Entity.

     

    “Post-Closing Cash” means
$35,000,000.

     

    “Pre-Closing Period” means any
period that ends on or before the Closing Date or, with respect to a period that
includes but does not end on the Closing Date, the portion of such period
through and including the day of the Closing Date.

     

    “PTA LLC Interests” has the
meaning set forth in the Recitals.

     

    “PTA” has the meaning set
forth in the Preamble.

     

    “Registration Rights
Agreement” means that certain Registration Rights Agreement, among DJS,
PTA, DSI, the Existing Members and Chardan, in the form attached hereto as Exhibit
G.

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    “Release Time” means the
earlier of the Closing and the rightful abandonment or termination of this
Agreement pursuant to Section 12.1.

     

    “Restrictions” means all
liens, pledges, encumbrances, security interests, Taxes, voting trusts, options,
warrants, calls and rights of first refusal.

     

    “Restrictive Covenants” means
those covenants set forth in Article 8 hereof.

     

    “SEC” means the United States
Securities and Exchange Commission.

     

    “SEC Reports” has the meaning
set forth in Section 6.14.

     

    “Securities Act” means the
Securities Act of 1933.

     

    “Seller” has the meaning set
forth in the Recitals.

     

    “Seller Basket” means
$500,000.

     

    “Seller Controlling Party”
means David J. Stern.

     

    “Seller Indemnity Cap” means
$15,000,000.

     

    “Series A Preferred Interest”
means the Series A Preferred Interests of DAL, issued pursuant to the DAL
Operating Agreement.

     

    “Series B1 Preferred Interest”
means the Series B1 Preferred Interests of DAL, issued pursuant to the DAL
Operating Agreement.

     

    “Series B2 Preferred Interest”
means the Series B2 Preferred Interests of DAL, issued pursuant to the DAL
Operating Agreement.

     

    “Series B3 Preferred Interest”
means the Series B3 Preferred Interests of DAL, issued pursuant to the DAL
Operating Agreement.

     

    “Series B4 Preferred Interest”
means the Series B4 Preferred Interests of DAL, issued pursuant to the DAL
Operating Agreement.

     

    “Series B5 Preferred Interest”
means the Series B5 Preferred Interests of DAL, issued pursuant to the DAL
Operating Agreement.

     

    “Series B Preferred Interests”
means, collectively, the Series B1 Preferred Interest, Series B2 Preferred
Interest, Series B3 Preferred Interest, Series B4 Preferred Interest and Series
B5 Preferred Interest.

     

    “Services Agreement” means
that exclusive, long-term services agreement entered into between DJS and DJS
LLC, in the form attached hereto as Exhibit
H.

     

    “Solicitation” has the meaning
set forth in Section 9.7.

    


    
      
        
           


        

        
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    “Stern Deferral Note” has the
meaning set forth in the DAL Membership Interest Agreement.

     

    “Stern Indemnified Parties”
means DJS, PTA and DSI and their officers, directors, employees, Affiliates,
agents, successors and assigns.

     

    “Stern Participants” means
each Seller and the Seller Controlling Party.

     

    “Target Business” means,
collectively, (a) the non-legal residential mortgage foreclosure processing
business and related service operations of DJS, (b) all of the business, assets
and operations of PTA, and (c) all of the business, assets and operations of
DSI.

     

    “Tax” or “Taxes” shall mean all
federal, state, local and foreign taxes, charges, fees, levies, deficiencies or
other assessments of whatever kind or nature imposed by any Governmental Entity
(including all net income, gross income, gross receipts, sales, use, ad valorem,
transfer, franchise, profits, license, withholding, payroll, employment,
unemployment, excise, estimated, severance, stamp, occupation, real property,
personal property, intangible property, occupancy, recording, minimum,
environmental and windfall profits taxes), including any liability therefor as a
result of Treasury Regulation Section 1.1502-6 or any similar provision of
applicable Law, or as a result of any Tax sharing or similar agreement, by
reason of being a successor-in-interest or transferee of another entity,
together with any interest, penalties and additions to tax or imposed
thereon.

     

    “Tax Indemnity Agreements”
means the Tax Indemnity Agreements made by DAL, David J. Stern, individually,
DJS, PTA, DSI, FlatWorld and each of Valenty and Gupta, individually, in favor
of Chardan, in the forms attached hereto as Exhibit
I.

     

    “Tax Proceeding” means an
audit, examination, investigation, or Legal Proceeding relating to any Tax of
any Seller.

     

    “Tax Return” includes any
return (including any informational return), declaration, report, Claim for
refund or credit, information return or statement, and any amendment thereto,
whether on a consolidated, combined, unitary or separate basis, or other
document (including any related or supporting information or schedule), filed or
required to be filed with any Governmental Entity in connection with the
determination, assessment, collection or payment of Taxes or the administration
of any Laws, regulations or administrative requirements relating to
Taxes.

     

    “Territory” means the United
States and its territories and possessions.

     

    “Third Party” means any Person
other than any Seller or the Seller Controlling Party.

     

    “Third Party Claim” has the
meaning set forth in Section 11.3.

     

    “Transaction” or “Transactions” means,
collectively, the transactions contemplated by this Agreement and the DAL
Membership Interest Agreement.

    


    
      
        
           


        

        
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    “Transaction Documents” shall
mean, collectively, this Agreement, the Services Agreement, the Employment
Agreement, the DAL Membership Interest Agreement, the Facilities Sharing
Agreement, the DAL Operating Agreement, the DAL Warrants, the Registration
Rights Agreement, the Contribution Agreements, the Escrow Agreement, the Voting
Agreement, the FlatWorld Services Agreement, the Chardan Services Agreement, the
Letter Agreements, the Deferral Notes, the Warrant Sale Agreement, and the Tax
Indemnity Agreements.

     

    “Trust Account” means the
trust account established upon the closing of Chardan’s initial public offering
in the amount of $54,300,000, representing certain proceeds received from such
offering and from a private placement consummated immediately prior to the
closing of the initial public offering.

     

    “Unaudited Financials” means
the financial statements of the Target Business for the six-month period ended
June 30, 2009, prepared in accordance with US GAAP applied on a basis consistent
with the Audited Financials.

     

    “Underwriter Option” means the
options issued by Chardan to its underwriters as a portion of the consideration
paid to them in connection with Chardan’s initial public offering, each
Underwriter Option giving the holder the right to purchase for $8.80 a unit of
Chardan’s securities consisting of one Chardan ordinary share and a warrant to
purchase an additional Chardan ordinary share for $5.00.

     

    “US GAAP” means generally
accepted accounting principles, as applied in the United States.

     

    “US GAAS” means generally
accepted auditing standards, as applied in the United States.

     

    “Valenty” has the meaning set
forth in the Preamble.

     

    “Voting Agreement” means that
certain Voting Agreement, dated as of the date hereof, among Seller Controlling
Party, DJS, DSI, PTA, DAL, the Existing Members and Chardan, in the form
attached hereto as Exhibit
J.

     

    “Warrant Sale Agreement” has
the meaning set forth in the DAL Membership Interest Agreement.

     

    “Working Capital Adjustment”
means the working capital adjustment provided for in Section 2.7 of the DAL
Membership Interest Agreement.

    


    
      
        
           


        

        
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    Terms
Generally; Certain Rules of Construction.  Definitions in this
Agreement and the other Transaction Documents shall apply equally to both the
singular and plural forms of the terms defined.  Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and
neuter forms.  The words “include,” “includes” and “including” shall be deemed to
be followed by the phrase “without limitation”.  All references in
this Agreement to Sections, Exhibits and Schedules shall be deemed references to
Sections of, and Exhibits and Schedules to, this Agreement, except as otherwise
provided.  Unless otherwise expressly provided herein or unless the
context shall otherwise require, any references as of any time to the
organizational or constituent documents of any Person, to any Contract,
instrument or document or to any Law or any specific section or other provision
thereof, shall be deemed a reference to the foregoing as amended and
supplemented through such time (and, in the case of organizational or
constituent documents of any Person, to the form of such documents used in the
jurisdiction of the Person’s organization,  and in the case of a Law
or specific section or other provision thereof, to any successor of such Law,
section or other provision).  Any reference in this Agreement to a
“day” (without the
explicit qualification of Business Day) shall be interpreted as a reference to a
calendar day.  If any action is to be taken or is required to be given
on or by a particular calendar day, and such calendar day is not a Business Day,
then such action or notice shall be considered timely if it is taken or given on
or before the next Business Day.  Unless otherwise expressly provided
herein or unless the context shall otherwise require, any provision using a
defined term which is based on a specified relationship between one Person and
one or more other Persons shall, as of any time, refer only to such Persons who
have the specified relationship as of that particular
time.  Expressions, in any form, regarding the “knowledge of” any Seller or
Newly-Formed LLCs with regard to any matter refer to either the actual knowledge
of David J. Stern, Shameeza Ishahak, Cheryl Samons (DJS and PTA only) and Carol
Whitlow (PTA only).

    


    
      
        
           


        

        
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    ARTICLE
2

     

    DAL
MEMBERSHIP CONTRIBUTION AND ACQUISITION OF TARGET BUSINESS

     

    2.1.          Transfer
of Business of DJS, PTA and DSI.  Immediately prior to the
Closing, in each case pursuant to the relevant Contribution Agreement, (i) DJS
will contribute all of the non-legal residential mortgage foreclosure processing
and related service operation business, assets and operations of DJS as
described therein to DJS LLC, in exchange for all of the DJS LLC Interests, (ii)
PTA will contribute all of its business, assets and operations as described
therein to PTA LLC, in exchange for all of the PTA LLC Interests, and (iii) DSI
will contribute all of its business, assets and operations as described therein
to DSI LLC, in exchange for all of the DSI LLC Interests (in each of the
foregoing cases, excluding the Nonassumed Liabilities)  Each of the
DJS LLC Interests, the PTA LLC Interests and the DSI LLC Interests will
constitute all of the issued and outstanding membership interests in each of DJS
LLC, PTA LLC and DSI LLC, respectively.

     

    2.2.          Acquisition
Financing.  Immediately prior to the Closing, pursuant to the
Financing Agreements, DAL will borrow funds from Bank of America, N.A. to
partially finance the purchase of (i) the DJS LLC Interests from DJS, (ii) the
PTA LLC Interests from PTA, and (iii) the DSI LLC Interests from
DSI

     

    2.3.          Chardan
Initial Capital Contribution for DAL Membership Interest.  Upon the terms
and subject to the conditions of the DAL Membership Interest Agreement, at the
Closing, Chardan shall contribute the Chardan Initial Capital Contribution to
the capital of DAL, in exchange for the DAL Chardan Equity.

     

    2.4.          Contribution
and Purchase of Target Business.  Immediately prior to the
Closing, the Sellers, DAL, Chardan, the Existing Members, the Newly-Formed LLCs
and Seller Controlling Party will enter into the DAL Membership Interest
Agreement.  Upon the terms and subject to the conditions of the DAL
Membership Interest Agreement, at the Closing.  DAL shall acquire from
Sellers, and Sellers shall each contribute in part and sell in part, and, in
whole, convey, transfer, assign and deliver to DAL, free and clear of all
Restrictions, all right, title and interest of each Seller in, to and under the
DJS LLC Interests, the PTA LLC Interests and the DSI LLC Interests, as
applicable, in exchange for (i) the Initial Cash, the Post-Closing Cash, and the
Stern Deferral Note and (ii) the DAL Stern Equity, as more specifically set
forth in the DAL Membership Interest Agreement.

     

    2.5.          Payment
of the Initial Cash and Stern Deferral Note.  Upon satisfaction
or waiver of all conditions precedent contained in this Agreement and the DAL
Membership Interest Agreement, on the Closing Date, DAL shall pay to the Sellers
the Initial Cash and deliver to the Sellers the Stern Deferral Note and related
documents.  The Initial Cash shall be payable by wire transfer in
immediately available funds, and shall be directed by DAL to the respective
accounts identified by Sellers.

    


    
      
        
           


        

        
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    2.6.          Payment
of Post-Closing Cash.  Following the Closing Date, the Sellers
shall receive payments of the Post-Closing Cash as provided in Section 2.5 of
the DAL Membership Interest Agreement.

     

    2.7.          Equity
Issuance.  The DAL Stern Equity and the DAL Chardan Equity
shall be issued at the Closing by DAL to Sellers and Chardan, respectively, in
each case, free and clear of all Restrictions, other than those contained in the
DAL Operating Agreement.

     

    2.8.          Closing.  The
Closing of the sale of the DJS LLC Interests, the PTA LLC Interests and the DSI
LLC Interests will be subject to and made in accordance with the terms of this
Agreement and the DAL Membership Interest Agreement as described herein and
therein.

     

    2.9.          Existing
Members Equity.   Upon the terms and subject to the conditions
of this Agreement and the DAL Membership Interest Agreement, in connection with
the Closing, the Existing Members’ existing membership interests in DAL will be
restated to reflect the Existing Members Equity, free and clear of all
Restrictions, other than those contained in the DAL Operating
Agreement.

     

    2.10.        FlatWorld
Proceeds.  Upon satisfaction or waiver of all conditions
precedent contained in this Agreement and the DAL Membership Interest Agreement,
and the Closing of the Transactions, FlatWorld shall be entitled to receive the
FlatWorld Closing Proceeds, the FlatWorld Warrant Proceeds, the FlatWorld
Additional Warrant Proceeds, and the DAL Expenses shall be paid, in connection
with the Closing of the Transactions contemplated by the Transaction Documents,
with the FlatWorld Warrant Proceeds and the FlatWorld Additional Warrant
Proceeds paid as provided in Section 2.5 of the DAL Membership Interest
Agreement.  The FlatWorld Closing Proceeds and DAL Expenses shall be
paid in accordance with Section 13.3 of the DAL Membership Interest
Agreement.

     

    ARTICLE
3

     

    REPRESENTATIONS
AND WARRANTIES OF SELLERS AND SELLER

    CONTROLLING
PARTY WITH RESPECT TO SELLERS,

    SELLER
CONTROLLING PARTY AND THE FORMATION OF THE NEWLY-FORMED LLCS

     

    Sellers
and Seller Controlling Party, jointly and severally, each hereby represents and
warrants to DAL and Chardan as follows, provided, however, that all
representations and warranties of Sellers are made subject to the exceptions set
forth in the Disclosure Schedules, attached hereto (the “Disclosure
Schedules”):

     

    3.1.          Formation, Organization,
Authorization, Ownership of Interest.

     

    (a)           Schedule
3.1(a) correctly sets forth, as to each Seller, its place of formation,
principal place of business and jurisdictions in which it is qualified to do
business.  DJS is a professional association formed under the Laws of
the State of Florida.  Each of PTA and DSI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida.

    


    
      
        
           


        

        
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    (b)           Each
Seller has full power and authority to enter into this Agreement and to perform
its obligations hereunder.  The execution and delivery by each Seller
of this Agreement and the consummation by Sellers of the transactions
contemplated hereby and thereby, have been duly authorized by each Seller’s
manager, board of managers, managing Member or board of directors, as the case
may be, and Seller Controlling Party.  This Agreement has been duly
executed and delivered by each Seller and constitutes the legal, valid and
binding obligations of each Seller, enforceable against each of them in
accordance with such document’s respective terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar Laws affecting the enforcement of creditor’s rights generally or by
general equitable principles.

     

    (c)           Seller
Controlling Party has full legal capacity to enter into this Agreement and to
perform his obligations hereunder. This Agreement has been duly executed and
delivered by Seller Controlling Party, and constitutes a legal, valid and
binding obligation of Seller Controlling Party.  Seller Controlling
Party is the sole record and beneficial owner of (i) all issued and outstanding
capital stock of (or other ownership interest in) each Seller and (ii)
indirectly, through Sellers, all issued and outstanding membership interests in
the Newly-Formed LLCs.  Neither Sellers nor Seller Controlling Party
owns, directly or indirectly, any capital stock or other equity or ownership or
proprietary interest in any Person engaged in any business substantially similar
to the Target Business.

     

    (d)           Each
Seller’s registered names for each of the states, or other jurisdictions, of its
respective incorporation or formation and qualification, are set forth on Schedule
3.1(d).

     

    (e)           Sellers
are the only record and beneficial owners of all of the issued and outstanding
membership interests in the Newly-Formed LLCs.  There are no options,
warrants, rights, calls, commitments, conversion rights, rights of exchange or
other agreements of any character, contingent or otherwise, providing for the
purchase or sale of any equity interest in any Newly-Formed LLC, including with
respect to any of the Acquired Interests, by any Person other than DAL, pursuant
hereto.  There are no arrangements that currently require or permit
any interest in any Newly-Formed LLC to be voted by or at the discretion of
anyone other than DJS, PTA or DSI, as applicable.

     

    (f)           The
DJS LLC Interests, PTA LLC Interests and DSI LLC Interests, when issued by each
of DJS LLC, PTA LLC and DSI LLC to DJS, PTA and DSI, respectively, pursuant to
the Contribution Agreements, will be duly and validly authorized, validly
issued, fully paid and nonassessable, and are free and clear of all
Restrictions.

     

    3.2.          No
Conflicts.  The execution and
delivery by any Seller or Seller Controlling Party of this Agreement does not,
and the performance by any Seller or Seller Controlling Party of their
respective obligations under this Agreement, and the consummation of the
transactions contemplated hereby and thereby, will not: (a) conflict with or
result in a violation or breach of any of the certificate of incorporation or
by-laws or other organizational documents of any Seller or any Newly-Formed LLC,
or (b) subject to obtaining Consents, obtaining approvals and taking actions,
making the filings and giving the notices specifically referenced in this
Agreement, conflict with or result in a violation or breach of any Law
applicable to any Seller, Newly-Formed LLC or Seller Controlling Party, or any
of their respective assets or properties.

    


    
      
        
           


        

        
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    3.3.          Legal
Proceedings.  There are no
Legal Proceedings pending or, to the knowledge of any Seller or Seller
Controlling Party, threatened, against any Seller or Seller Controlling Party,
or any of their respective assets or properties, which could reasonably be
expected to result in the issuance of an Order restraining, enjoining or
otherwise prohibiting or making illegal the performance of any of Seller’s or
Seller Controlling Party’s obligations contemplated by this Agreement or the DAL
Membership Interest Agreement.

     

    3.4.          Exclusivity.  None
of Seller Controlling Party or any Seller, or any of their respective
Affiliates, is now engaged in discussions or negotiations with any other party
other than DAL with respect to any Acquisition Proposal.

     

    3.5.          Consents
of Governmental Entities.  Except as set forth on Schedule
3.5, no Consent, or declaration, filing or registration by any Seller,
any Newly-Formed LLC or Seller Controlling Party with any Governmental Entity is
required in connection with the execution and delivery by any Seller,
Newly-Formed LLC or Seller Controlling Party of this Agreement and the
consummation of the transactions contemplated hereby.

     

    3.6.          Disregarded
Entity.  Each Newly-Formed LLC is disregarded as an entity
separate from its respective Seller for income Tax purposes.

     

    3.7.          Non-assumed
Liabilities.  No Newly-Formed LLC has assumed, or otherwise
agreed to become responsible for in any way, any Nonassumed
Liability.

     

    ARTICLE
4

     

    REPRESENTATIONS
AND WARRANTIES OF EACH SELLER AND SELLER

    CONTROLLING
PARTY WITH RESPECT TO THE SELLERS, THE TARGET

    BUSINESS,
THE ASSETS OF THE TARGET BUSINESS AND THE NEWLY FORMED LLCS

     

    Sellers
and Seller Controlling Party, jointly and severally, with respect to the
Sellers, Seller Controlling Party, the Target Business and the Newly-Formed
LLCs, each hereby represents and warrants to DAL and Chardan as follows; provided, however, that all
representations and warranties of Sellers are made subject to the exceptions set
forth in the Disclosure Schedules:

     

    4.1.          Newly-Formed
LLCs.  Since their respective formation, no Newly-Formed LLC
has conducted any business or entered into or agreed to enter into any Contract
or taken any action which would cause any of the representations and warranties
made by the Sellers and Seller Controlling Party to be false if such
representation and warranty were made by such Newly-Formed LLC.

    


    
      
        
           


        

        
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    4.2.          Financial
Statements.

     

    (a)           Attached
hereto as Schedule
4.2(a) are the Financial Statements.  The Financial Statements
(i) were prepared from the Books and Records; (ii) except (A) as set forth on
Schedule
4.2(a), (B) in the Audited Financial Statements, (C) for normal recurring
year-end adjustments which have not yet been made in the Unaudited Financials
and (D) that the Unaudited Financials do not contain footnotes, were prepared in
accordance with US GAAP; and (iii) fairly present, in all material respects, the
Target Business’s financial condition and the results of its operations as of
their respective dates and for the periods then ended.  The Audited
Financials contain and reflect all necessary adjustments and accruals for a fair
presentation of the Target Business’s financial condition as of their respective
dates, and contain and reflect adequate provisions for all reasonably
anticipated material liabilities for all material income, property, sales,
payroll or other Taxes applicable to the Target Business with respect to the
periods then ended.  The Target Business has delivered to Chardan
complete and accurate copies of all “management letters” received by it from the
Target Business’s accountants and all responses during the last three years by
lawyers engaged by the Target Business related to inquiries from the Target
Business’s accountant or any predecessor accountants.

     

    (b)           To
the knowledge of Sellers and Seller Controlling Party, after due inquiry, except
as specifically disclosed, reflected or fully reserved against on the December
31, 2008 balance sheet contained in the Audited Financials (the “December
Balance Sheet”) and for liabilities and obligations of a similar nature
incurred in the ordinary course of business since the date of the December
Balance Sheet and except as set forth in the Unaudited Financials or on Schedule
4.2(b), there are no material liabilities, debts or obligations of any
nature (whether accrued, absolute, contingent, liquidated or unliquidated,
unasserted or otherwise) relating to the Target Business.  All debts
and liabilities, fixed or contingent, which are required to be included in
accordance with US GAAP on an accrual basis on the December Balance Sheet, are
included therein.

     

    (c)           The
December Balance Sheet accurately reflects the outstanding Indebtedness of the
Target Business as of the respective dates thereof.  Except as set
forth on Schedule
4.2(b), the Target Business does not have any Indebtedness.

     

    (d)           To
the knowledge of Sellers, the Seller Controlling Party and the Newly-Formed
LLCs, nothing done by any of them with respect to the operation of the Target
Business prior to the Closing of the Transaction will prevent Chardan from
complying in all material respects with the Sarbanes-Oxley Act of 2002
immediately after the Transaction is consummated.

     

    (e)           All
Books and Records of the Target Business have been accurately maintained in
accordance with the requirements of applicable law, in all material
respects.  The Target Business has none of its material records,
systems controls, data or information recorded, stored, maintained, operated or
otherwise wholly or partly dependent on or held by any means (including any
mechanical, electronic or photographic process, whether computerized or not)
which (including all means of access thereto and therefrom) is not under the
exclusive ownership (excluding licensed software programs) and direct control of
the Target Business and which is not located at the offices of Sellers or at
locations set forth on Schedule
4.2(e), other
than relating to payroll processing services provided by third
parties.

    


    
      
        
           


        

        
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    4.3.          Taxes.  Except
as set forth on Schedule
4.3:

     

    (a)           Each
Seller, each Newly-Formed LLC and Seller Controlling Party has (1) duly and
timely filed (taking into account valid extensions of time to file) all Tax
Returns required to be filed by it on or prior to the Closing Date, which Tax
Returns are true, correct and complete in all material respects, and (2) duly
and timely paid (taking into account valid extensions of time to pay) all Taxes
due and payable on or before the Closing Date, and has properly accrued on the
Audited Financials all Taxes not yet due and payable.  Each Seller,
each Newly-Formed LLC  and Seller Controlling Party has timely and
properly withheld or collected, paid over and reported all employment Taxes
required to be withheld or collected by it on or before the Closing
Date.

     

    (b)           (i)
No Seller, Newly-Formed LLC or Seller Controlling Party has received written
notice from a Governmental Entity asserting an additional Tax on any Seller,
Newly-Formed LLC or Seller Controlling Party that has not been fully satisfied,
(ii) no Seller, Newly-Formed LLC or Seller Controlling Party has received any
written notice from any Governmental Entity that intends to conduct a Tax
Proceeding, (iii) no Seller, Newly-Formed LLC or Seller Controlling Party has
waived or extended a statute of limitations with respect to the assessment or
collection of any Tax or Tax Proceeding of any Seller, Newly-Formed LLC or
Seller Controlling Party (unless the period to which it has been waived or
extended has expired), (iv) there is no outstanding power of attorney from any
Seller, Newly-Formed LLC or Seller Controlling Party authorizing anyone to act
on behalf of any Seller, Newly-Formed LLC or Seller Controlling Party in
connection with any Tax of any Seller, Newly-Formed LLC or Seller Controlling
Party, (v) there is no outstanding closing agreement, ruling request, request to
consent to change a method of accounting, subpoena or request for information
with or by any Governmental Entity with respect to any Seller, Newly-Formed LLC
or Seller Controlling Party, its income, assets, the Target Business or Tax,
(vi) no Seller, Newly-Formed LLC or Seller Controlling Party is or has ever
been, a party to any Tax sharing or Tax allocation contract, (vii) no Seller or
Newly-Formed LLC is or has ever been, included in any consolidated, combined or
unitary Tax Return, (viii) to the knowledge of each Seller, each Newly-Formed
LLC and Seller Controlling Party, no Claim has been made by a Governmental
Entity in a jurisdiction where any Seller, Newly-Formed LLC or Seller
Controlling Party does not file Tax Returns that any Seller, Newly-Formed LLC or
Seller Controlling Party is or may be subject to taxation by that jurisdiction,
(ix) to the knowledge of each Seller, Newly-Formed LLC and Seller Controlling
Party, no issue has been raised by a Governmental Entity in any prior audit or
investigation of any Seller, Newly-Formed LLC or the Seller Controlling Party
with respect to any Tax for a Pre-Closing Period which, by application of the
same or similar principles, could reasonably be expected to result in a proposed
Tax deficiency of any Seller, Newly-Formed LLC or Seller Controlling Party for
any subsequent taxable period, and (x) no Seller, Newly-Formed LLC or Seller
Controlling Party has requested any extension of time within which to file any
Tax Return, which Tax Return has since not been filed.

     

    (c)           No
Seller or Newly-Formed LLC has “tax-exempt bond financed property” or
“tax-exempt use property” within the meaning of Section 168(g) or (h),
respectively, of the Code.

    


    
      
        
           


        

        
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    (d)           No
Seller or Newly-Formed LLC is a party to any contract that would, individually
or in the aggregate, result in the payment of any amount that would not be
deductible by reason of Section 162, 280G or 404 of the Code.  No
Seller or Newly-Formed LLC has a plan or contract providing for deferred
compensation that is subject to Section 409A(a) of the Code or any asset, plan
or contract that is subject to Section 409A(b) of the Code.  None of
the assets of any Seller that will be contributed to any of the Newly-Formed
LLCs is required to be treated as being owned by any other Person pursuant to
the “safe harbor” leasing provision of Section 168(f)(8) of the Internal Revenue
Code of 1954, as in effect prior to the repeal of said leasing
provisions.  No Seller or Newly-Formed LLC has a fixed place of
business or permanent establishment in any foreign country with respect to the
Target Business.  No Seller or Newly-Formed LLC has entered into any
“reportable transaction” (within the meaning of Treasury Regulations Section
1.6011-4 or any predecessor thereof)

     

    (e)           Each
Seller is a subchapter S corporation, for both United States federal income Tax
law purposes, and in each other Tax jurisdiction where such Seller does business
or is required to file a Tax Return, and has been a subchapter S corporation, in
all relevant Tax jurisdictions, since its inception.  Each
Newly-Formed LLC is and always has been a disregarded as an entity separate from
its respective Seller for income Tax purposes.

     

    (f)           The
“anti-churning” rules of Section 197(f)(9) of the Code do not apply to the
Transaction.

     

    4.4.          Absence
of Certain Developments.  Except as set forth in Schedule
4.4, since the date of the Unaudited Financials, no Seller, as it relates
to the Target Business, or Newly-Formed LLC has:

     

    (a)           issued
any equity securities, any profits interests, or any securities exchangeable for
or convertible into any equity securities or profits interests, other than
pursuant to the Contribution Agreements;

     

    (b)           borrowed
any amounts, or entered into any other liabilities which are not in the ordinary
course of business, consistent with past practice;

     

    (c)           sold,
assigned or transferred any of its assets other than in the ordinary course of
business, consistent with past practices, other than pursuant to the
Contribution Agreements;

     

    (d)           (i)
compromised any debt or Claim other than in the ordinary course of business
consistent with past practices; (ii) intentionally waived any rights other than
in the ordinary course of business consistent with past practices; (iii)
suffered any material theft, destruction, damage or casualty loss; (iv)
intentionally waived, canceled or released any right, Claim or Accounts
Receivable other than in the ordinary course of business consistent with past
practices; and (v) suffered any extraordinary losses;

     

    (e)           authorized
any material increase in the compensation of such Seller’s or Newly-Formed LLC’s
employees (including any such increase pursuant to any bonus, pension, profit
sharing or other plan or commitment), other than in the ordinary course of
business, consistent with past practice (such as pursuant to such Seller’s or
Newly-Formed LLC’s customary annual salary and bonus reviews);

     

    (f)            made
any change in any method of accounting or accounting practice that has had a
Material Adverse Effect;

    


    
      
        
           


        

        
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    (g)           accepted
any purchase order or quotation, arrangement, or understanding for future sale
of the products or services of such Seller or Newly-Formed LLC, other than in
the ordinary course of business, consistent with past practice;

     

    (h)           incurred
any liabilities or obligations (absolute, accrued, contingent or otherwise)
except in the ordinary course of business and consistent with past practice, or
experienced any change in any assumptions underlying or methods of calculating,
any bad debt, contingency or other reserves that had a Material Adverse
Effect;

     

    (i)            written
down or written up the value of any inventory, increased inventory levels in
excess of historical levels for comparable periods or written off as
uncollectible any notes or accounts receivable, except, in each case, in the
ordinary course of business consistent with past practice;

     

    (j)      
     made any single capital expenditure or commitment
in excess of $75,000 for additions to property, plant, equipment or intangible
capital assets or made capital expenditures or commitments in excess of $75,000
in the aggregate for additions to property, plant, equipment or intangible
capital assets;

     

    (k)           made
any material change in the manner in which products or services have been
performed or marketed or any other material change to the Target Business
conducted by such Seller or Newly-Formed LLC;

     

    (l)     
      had any material labor dispute or received
notice of any material grievance;

     

    (m)          suffered
any Material Adverse Change in its financial condition, assets, liabilities
(absolute, accrued, contingent or otherwise), reserves, business or
operations;

     

    (n)           granted
any license or sublicense of any rights under, or with respect to, any
Intellectual Property Right;

     

    (o)           received
any resignation of any management level key employee of such Seller who would
otherwise have been employed by one of the Newly-Formed LLC’s after the Closing;
or

     

    (p)           agreed,
whether in writing or otherwise, to take any action described in this Section
4.4.

     

    4.5.          Affiliates.  Except
as set forth on Schedule
4.5, no director, officer or Affiliate of any Seller, any Newly-Formed
LLC or the Seller Controlling Party, or any corporation, partnership, limited
liability company, trust or other entity in which any such Person, is an
officer, director, trustee, member, manager, partner or holder of more than five
percent (5%) of any class of outstanding equity thereof, is a party or intends
to be a party, to any Material Contract to which any Newly-Formed LLC will be a
party.

    


    
      
        
           


        

        
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    4.6.          Contracts.

     

    (a)           Except
as set forth on Schedule
4.6(a), immediately following the Closing, no Newly-Formed LLC is or will
be bound by any of the following:

     

    (i)            any
contract that grants a power of attorney, agency or similar authority to another
Person;

     

    (ii)           any
contract to lend or advance to, invest in, or guarantee any indebtedness,
obligation or performance of, or indemnify any Person;

     

    (iii)          any
contract relating to the employment of any Person by such Newly-Formed LLC not
terminable at will by such Newly-Formed LLC without obligation to pay any
severance, termination or other payment, or any bonus, deferred compensation,
pension, severance, profit sharing, stock option, employee stock purchase,
retirement or other employee benefit plan, except the Employment
Agreements;

     

    (iv)          any
contract other than purchase orders in the ordinary course, pursuant to which
such Newly-Formed LLC is (1) required to make payments of $75,000 or more, or
(2) entitled to receive payments of $75,000 or more, and, in each such case, any
such Contract is not, without a payment required thereunder (beyond those due
for work performed or materials delivered thereunder), terminable upon thirty
(30) days or less notice;

     

    (v)           any
contract limiting the freedom of a Newly-Formed LLC from engaging in any
business including any non-competition agreement or other restrictive covenant
agreement;

     

    (vi)          except
for Permitted Claims, any Contract that contains a Restriction with respect to
any Contributed Asset of such Newly-Formed LLC;

     

    (vii)         any
other contract other than purchase orders in the ordinary course, which involves
consideration or other expenditures of a Newly-Formed LLC in excess of $75,000
or involving performance over a period of more than six (6) months;

     

    (viii)        any
capitalized lease; and

     

    (ix)           any
unexpired written bid or proposal to enter into any of the contacts identified
above that is of a nature that it could, as presented, be accepted by a Third
Party and be thereby binding upon such Newly-Formed LLC.

    


    
      
        
           


        

        
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    (b)           Except
as set forth on Schedule
4.6(b) each Contract to which any Seller or Newly-Formed LLC is a party
listed on Schedule
4.6(b) is as to such Seller or Newly-Formed LLC, valid and in full force
and effect and there exists no (i) material default by such Seller or
Newly-Formed LLC or, to the knowledge of such Seller or Newly-Formed LLC, any
material default by the other party/parties thereto or, to the knowledge of such
Seller or Newly-Formed LLC, event of default which could reasonably be expected
to cause a Material Adverse Effect, or (ii) event, occurrence, condition or act
which, with the giving of notice or the lapse of time, would become a default or
event of default thereunder which could reasonably be expected to cause a
Material Adverse Effect.  Each Seller or Newly-Formed LLC has
substantially performed all of the terms and conditions of any Contract required
to be performed at or prior to Closing to which it is a party in all material
respects, and, to the knowledge of such Seller or Newly-Formed LLC, all of the
covenants to be performed by any other party/parties thereto have been performed
in all material respects.  A copy of each Contract identified on Schedule
4.6(a) or (b)
or on any of the other Schedules to this Agreement has heretofore been delivered
to the Company and such copy is true, correct, and complete in all material
respects.  Each Contract listed on any Schedule hereto is on
arm’s-length terms.  Each Seller or Newly-Formed LLC enjoys peaceful
and undisturbed possession under all leases and licenses under which such Seller
or Newly-Formed LLC is a grantee or licensee.  No Seller has assigned,
pledged, hypothecated or otherwise transferred any of its rights under any
Contract to which it is a party, except pursuant to the Contribution
Agreements.  Each Seller’s or Newly-Formed LLC’s rights with respect
to any such Contract are held free and clear of all Restrictions other than
Restrictions contained in such Contract.

     

    (c)           Except
as set forth on Schedule
4.6(c), no written contracts between any Seller and its customers
involving annual revenues in excess of $75,000 have been terminated since
January 1, 2009.

     

    4.7.          Litigation;
Compliance.  Except as disclosed on Schedule
4.7 hereto, (a) there has been no written notice of any Claim pending or,
to the knowledge of any Seller, threatened, other than those arising in the
ordinary course of business, consistent with past practices, nor is there any
written Order outstanding, against any Seller or Newly-Formed LLC that remains
in effect, other than those arising in the ordinary course of business
consistent with past practices; (b) no Seller or Newly-Formed LLC has received
any notice claiming any material violation of any Law or Order from any
Governmental Entity and no Newly-Formed LLC is subject to any Order that is
unresolved; and (c) the Target Business of Sellers and the Newly-Formed LLCs is,
and has at all times been, conducted in accordance in all material respects with
all applicable Laws, ordinances, licenses or Permits of any Governmental
Entity.

     

    4.8.          Employees;
Labor Disputes.

     

    (a)           Except
as set forth on Schedule
4.8(a), since January 1, 2006, neither Seller nor any Newly-Formed LLC
has experienced any labor disputes, union organization attempts or any material
work stoppage due to labor disagreements in connection with its
business.  Each Seller and each Newly-Formed LLC is in material
compliance with all applicable Laws respecting employment and employment
practices, terms and conditions of employment and wages and
hours.  There is no unfair labor practice charge or complaint against
any Seller or Newly-Formed LLC pending or, to the knowledge of any Seller or
Newly-Formed LLC, threatened.  There is no labor strike, material
labor dispute, request for representation, material work slowdown or material
work stoppage actually pending or to the knowledge of any Seller or Newly-Formed
LLC, threatened against or affecting any Seller or Newly-Formed LLC or any
secondary boycott with respect to the services of any Seller or Newly-Formed
LLC.  Except as set forth on Schedule
4.8(a), No Seller or Newly-Formed LLC is a party to or subject to any
employment agreement, consulting agreement, collective bargaining agreement,
confidentiality agreement or restrictive covenant agreement restricting any of
its activities.  Except as set forth on Schedule
4.8(a), there are no administrative charges or court complaints against
any Seller or Newly-Formed LLC concerning alleged employment discrimination or
other employment related matters pending or, to the knowledge of any Seller or
Newly-Formed LLC, threatened before the U.S. Equal Employment Opportunity
Commission or any Government Entity.

    


    
      
        
           


        

        
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    (b)           No
collective bargaining agreement is in effect nor currently being negotiated by
any Seller or Newly-Formed LLC with respect to employees of Seller.

     

    4.9.          No
Conflict; Consents.  Schedule
4.9 sets forth a complete list of all contracts to which any Seller or
any Newly-Formed LLC is a party which contain a change of control provision
which would be triggered by the transactions contemplated in this Agreement and,
except with respect to those contracts listed on Schedule
4.9 as requiring Consent, no Consent or other action by, or notice to,
any Person is necessary for the consummation of the Transactions contemplated
hereby, except if the failure to obtain such consent, take such action or
provide such notice would not have a Material Adverse Effect.

     

    4.10.        Assets.

     

    (a)           Except
as set forth on Schedule
4.10(a), the Sellers have good and marketable title to all the
Contributed Assets, free and clear of all Restrictions other than Permitted
Claims and Assumed Liabilities.  Each of the Newly-Formed LLCs will
receive good and marketable title to all the assets of DJS, PTA and DSI,
respectively, contributed to it, respectively, pursuant to the terms of Section
2.1 hereof.

     

    (b)           All
personal and other tangible property, plant and equipment and other assets
owned, leased, or licensed by any Seller is in good and usable condition (except
reasonable wear and tear which is not such as to affect adversely the operation
of the Target Business as currently conducted and operated).  The
personal and other properties and assets (including intangibles) owned by the
Sellers (and contributed to the Newly-Formed LLC) or leased or licensed by the
Sellers (the rights with respect to which have been contributed to Newly-Formed
LLCs) from a Third Party constitute all such properties and assets which are
necessary to conduct the Target Business.  To the knowledge of Sellers
and Seller Controlling Party, the only jurisdictions where UCC’s have been filed
that list any Seller or any Newly-Formed LLC as a debtor are set forth on Schedule
4.10(b).

    


    
      
        
           


        

        
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    4.11.        Environmental
Laws and Regulations.

     

    (a)     
     Each Seller and each Newly-Formed LLC is in full
compliance with all limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
the Environmental Laws or contained in any regulations, code, plan, order,
decree, judgment, injunction, notice or demand letter issued, entered,
promulgated or approved thereunder for which the lack of compliance would result
in a Material Adverse Effect.  No Seller and no Newly-Formed LLC has
received any notice of any investigations, inquiries or other Legal Proceedings
nor is any demand, Claim, hearing or notice of violation pending or, to the
knowledge of any Seller or any Newly-Formed LLC, threatened against any Seller
or any Newly-Formed LLC relating in any way to the Environmental Laws or any
Order issued, entered, promulgated or approved thereunder.  To the
knowledge of any Seller or Newly-Formed LLC, there are no past or present
events, conditions, circumstances, activities, practices, incidents, actions,
omissions or plans which may interfere with or prevent compliance or continued
compliance with the Environmental Laws or with any Order issued, entered,
promulgated or approved thereunder, which would result in a Material Adverse
Effect, including, without limitation, liability under CERCLA or similar state
or local Laws, or otherwise form the basis of any Legal Proceeding, hearing,
notice of violation, study or investigation, based on or related to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling, or the emission, discharge, release or threatened release
into the environment, of any Waste.  Without limiting the foregoing,
(i) no Seller, Newly-Formed LLC owns, operates or leases a treatment, storage or
disposal facility requiring a Permit under Environmental Law; (ii) no Hazardous
Material has been released in a quantity reportable under, or in violation of,
any Environmental Law by any Seller at, on or under any site or facility now
owned, operated or leased or previously owned, operated or leased by any Seller,
(iii) no Seller, Newly-Formed LLC or Seller Controlling Party has transported or
arranged for the transportation of any Hazardous Material to any location that
is listed on the NPL or listed for possible inclusion of the NPL or any similar
state or local list by the Environmental Protection Agency or similar state or
local Governmental Entity, (iv) no Hazardous Material generated by any Seller
has been recycled, treated, stored, disposed of or released by any Seller or
Newly Formed LLC at any location in violation of any applicable Environmental
Law, (v) no notification of a release of Hazardous Materials has been registered
or filed by or on behalf of any Seller or Newly-Formed LLC and no site or
facility now owned, operated or leased or, to the knowledge of any Seller, any
Newly-Formed LLC or the Seller Controlling Party, previously owned, operated or
leased by any Seller or Newly-Formed LLC is listed or proposed for listing on
the NPL or any similar list of sites requiring investigation or
clean-up.

     

    (b)           All
documented environmental investigations, studies, audits, tests, reviews or
other analyses conducted by, or that are in the possession of, any Seller or
Newly-Formed LLC relating to any site or facility that will be owned, operated
or leased by any Newly-Formed LLC immediately after the Closing have been
delivered to Chardan.

     

    4.12.        Brokerage.  Except
as set forth on Schedule
4.12, no broker or finder has acted directly or indirectly for any
Seller, Newly-Formed LLC or Seller Controlling Party in connection with the
transactions contemplated in this Agreement and no broker or finder is entitled
to any brokerage or finder’s fee or other commission in respect thereof based in
any way on any contract made by or on behalf of any Seller or Seller Controlling
Party.

     

    4.13.        Employee
Benefit Plans.

     

    (a)           Except
as set forth on Schedule
4.13, each Employee Benefit Plan maintained or contributed to by any of
the Sellers or any of the Newly-Formed LLCs at any time during the 7-calendar
year period immediately preceding the date hereof with respect to which any of
the Sellers or the Newly-Formed LLCs could incur or could have incurred any
direct or indirect, fixed or contingent liability (collectively, the “Plans”) is
and has been maintained in substantial compliance with all applicable laws and
has been administered and operated in all material respects in accordance with
its terms.

    


    
      
        
           


        

        
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    (b)           Each
Plan which is intended to be “qualified” within the meaning of Section 401(a) of
the Code, has received a favorable determination or opinion letter, as
applicable, from the IRS and no event has occurred and no condition exists which
could reasonably be expected to result in the revocation of any such
determination.  Full payment has been made of all amounts which any of
the Sellers or any of the Newly-Formed LLCs was required under the terms of the
Plans to have paid as contributions to such Plans on or prior to the date hereof
(excluding any amounts not yet due) and no Plan which is subject to Part 3 of
Subtitle B of Title I of ERISA has incurred an “accumulated funding deficiency”
(within the meaning of Section 302 of ERISA or Section 412 of the Code), whether
or not waived.

     

    (c)           None
of the Sellers, any of the Newly-Formed LLCs or any other “disqualified person”
or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section
3(14) of ERISA, respectively), has engaged in any transaction in connection with
any Plan that could reasonably be expected to result in the imposition upon any
of the Newly-Formed LLCs of a material penalty pursuant to Section 502(i) of
ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section
4975(a) of the Code.  Other than employment agreements, none of the
Sellers or the Newly-Formed LLCs maintains any Plan (other than a Plan which is
intended to be “qualified” within the meaning of Section 401(a) of the Code)
which provides benefits with respect to employees or former employees following
their termination of service (other than as required pursuant to Section 601 of
ERISA).  Each Plan subject to the requirements of Section 601 of ERISA
has been operated in substantial compliance therewith.

     

    (d)           No
Plan is a “single-employer plan” (as defined in Section 4001(a)(15) of
ERISA.)

     

    (e)           No
Plan is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) and
none of the Sellers nor any of the Newly-Formed LLCs has been obligated to
contribute to any multiemployer plan.  No material liability has been,
or could reasonably be expected to be, incurred under Title IV of ERISA (other
than for PBGC insurance premiums payable in the ordinary course) or Section
412(f) or (n) of the Code, by any of the Sellers, of the Newly-Formed LLCs or
any entity required to be aggregated therewith pursuant to Section 4001(b) of
ERISA and/or Section 414 (b), (c), (m) or (o) of the Code (and the regulations
promulgated thereunder) with respect to any “employee pension benefit plan” (as
defined in Section 3(2) of ERISA).

     

    (f)            Each
Plan that constitutes a nonqualified deferred compensation plan for purposes of
Section 409A of the Code, if any, has, since January 1, 2005, been operated
pursuant to a good faith, reasonable interpretation of the requirements of
Section 409A of the Code and all applicable guidance issued
thereunder.

     

    4.14.        Insurance.  Set
forth on Schedule
4.14 is a complete list of (a) all insurance Claims made by any Seller or
Newly-Formed LLC within the past three (3) years and (b) all insurance policies
which any Seller or Newly-Formed LLC maintains with respect to the Target
Business or the operations, properties or employees of Sellers or Newly-Formed
LLC.  Each Seller and Newly-Formed LLC has paid all premiums due under
said policies and such policies are in full force and effect.  No
Seller or Newly-Formed LLC has received any notice of, and is not otherwise
aware of, any facts indicating a likelihood of the cancellation of any such
insurance policy prior to its scheduled termination date.

    


    
      
        
           


        

        
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    4.15.        Banks.  Schedule
4.15 contains a complete and correct list of the names and locations of
all banks in which PTA, DSI or a Newly-Formed LLC has accounts or safe deposit
boxes, and the names of all persons authorized to draw thereon or to have access
thereto.

     

    4.16.        Business
Relationships.  Except as set forth on Schedule
4.16, no Person who was a material supplier or material customer of any
Seller or Newly-Formed LLC involving revenues of Seller or purchases by Seller
in excess of $75,000 annually at any time during such Seller’s or Newly-Formed
LLC’s previous fiscal year or the current fiscal year has canceled or otherwise
terminated, or threatened, in writing, to cancel or otherwise terminate, its
relationship with such Seller or Newly-Formed LLC or decreased or limited
materially or threatened, in writing, to decrease materially or limit
materially, its services, supplies, or materials to such Seller, Newly-Formed
LLC or its purchases of the services or products of such Seller or Newly-Formed
LLC.  No Seller or Newly-Formed LLC has purchase contracts or
commitments that will be assumed by a Newly-Formed LLC involving more that
$75,000, except those made in the ordinary course of business, at arm’s
length.  Except as set forth on Schedule
4.16, neither Sellers nor Newly-Formed LLC have received any material
payments with respect to services to be rendered or goods to be provided after
the Closing by a Newly-Formed LLC, except as contemplated by the Services
Agreement.

     

    4.17.        Real
Property.  No Seller or Newly-Formed LLC owns any real
property.  Schedule
4.17 sets forth a true and complete list of all real property that will
be leased by a Newly-Formed LLC (the “Leased Real
Property”).  True and correct copies of all leases, and all
amendments to such leases, have been made available to Chardan.  The
applicable Seller has a valid leasehold interest in the Leased Real Property,
free and clear of all Restrictions other than Permitted Claims and Assumed
Liabilities.  All leases listed on Schedule
4.17 are in full force and effect and no event of default by any Seller
or Newly-Formed LLC has occurred, and no event has occurred which (whether with
or without notice, lapse of time or both) could reasonably be expected to cause
a default thereunder, other than the closing of the transactions contemplated by
the Contribution Agreements.  To the knowledge of Sellers, there are
no condemnation or appropriation or similar proceedings pending or threatened
against any such real property or improvements thereon.  No material
capital expenditures by any Seller or Newly-Formed LLC or the Seller Controlling
Party, or to the knowledge of Seller or the Seller Controlling Party, by the
landlord are required for the maintenance and repair of the Leased Real
Property.  The Leased Real Property is adequately served by gas,
electricity, water, sewage, waste removal and telecommunications
utilities.  There are no challenges or appeals pending, or, to
Sellers’ or the Seller Controlling Party’s knowledge, threatened, regarding the
amount of the taxes on, or the assessed valuation of the Leased Real Property,
and no Seller or Newly-Formed LLC has entered into any special arrangements or
agreements with any Governmental Entity with respect thereto.  The
Sellers shall provide to Chardan and DAL, at the Closing, the FIRPTA
Certificate.

    


    
      
        
           


        

        
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    4.18.        Intellectual
Property Rights.

     

    (a)           Neither
any Seller nor any Newly-Formed LLCs has any Intellectual Property Rights that
are registered, issued or subject to an application for registration or
issuance.  Except as set forth on Schedule
4.18(a) and other than licensed-in Intellectual Property Rights, Sellers
and the Newly-Formed LLCs are the sole and exclusive owner of all the
Intellectual Property Rights.  Sellers and Newly-Formed LLCs have the
continuing right to use, execute, reproduce, display, perform, modify, enhance,
distribute, prepare derivative works, sublicense and otherwise exploit in any
manner, without payment to any other Person, all the Intellectual Property
Rights, except in the case of any licensed-in Intellectual Property Rights, (i)
if such licensed-in Intellectual Property Rights are subject to a license
agreement set forth on Schedule
4.18(a) to the extent provided by the terms of any such license agreement
and (ii) if such licensed-in Intellectual Property Rights are subject to the
terms of any license agreement that is not required to be set forth on Schedule
4.18(a), to the extent provided by the terms of any such license
agreement, and except as set forth on Schedule
4.18(a), none of the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, or the performance by any
Seller or Newly-Formed LLC of its obligations hereunder, conflict or will
conflict with, alter or impair any such rights or the validity, priority, scope,
enforceability, use, ownership, license rights, duration or effectiveness of any
such Intellectual Property Rights, which would have a Material Adverse
Effect.  The Intellectual Property Rights owned by or licensed to
Sellers and each Newly-Formed LLC include all of the Intellectual Property
Rights necessary to enable DAL to conduct the Target Business in all material
respects in the manner in which such Target Business has been and is currently
being conducted, and as proposed to be conducted.

     

    (b)           No
Seller is the subject of any pending or, to the knowledge of any Seller or the
Seller Controlling Party, threatened cease and desist letter (or other similar
letter), notice, or Legal Proceedings which involves a claim or notice of
infringement of, unauthorized use of, or violation of any intellectual property
rights of any Third Party or challenging the ownership, use, validity, priority,
duration, license rights, scope, enforceability or effectiveness of any
Intellectual Property Rights, and has not received written notice of any such
threatened claim.  Except as set forth on Schedule
4.18(b), all Intellectual Property Rights owned by any Seller or any
Seller’s or Newly-Formed LLC’s right thereto, as applicable, is valid,
enforceable and in full force and effect, and has not through action or failure
to act lapsed, been abandoned or otherwise been forfeited, or is likely to be
forfeited, in whole or in part.  Except as set forth on Schedule
4.18(b), no Intellectual Property Rights owned by such Seller and each
Newly-Formed LLC and used in the Target Business have been developed, in whole
or in part, through the use of funding or other resources of any Governmental
Entity.

     

    (c)           Except
as set forth on Schedule
4.18(c), to the knowledge of any Seller, Seller Controlling Party or
Newly-Formed LLC, no Third Party is infringing, violating, misusing or
misappropriating any Intellectual Property Rights owned by any Seller or
Newly-Formed LLC or any licensed-in Intellectual Property Rights that are
licensed to any Seller or Newly-Formed LLC on an exclusive basis and no such
claims or other assertions have been made against a Third Party by any Seller or
Newly-Formed LLC.  Except as set forth on Schedule
4.18(c), such Seller and each Newly-Formed LLC have not received any
written opinions from counsel (internal or outside counsel) with respect to the
validity, enforceability, non-infringement or infringement of any Intellectual
Property Rights used in the Target Business.

     

    (d)           Except
with respect to (i) licenses of commercial off-the-shelf software or (ii) the
licenses listed on Schedule
4.18(d), no Seller or Newly-Formed LLC is obligated under any Contract to
make any payments by way of royalties, fees or otherwise to any owner or
licensor of, or other claimant to, any Intellectual Property Rights, with
respect to Sellers’ or Newly-Formed LLCs’ use thereof.

    


    
      
        
           


        

        
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    4.19.        Acquisitions.  Schedule
4.19 sets forth a true and complete list of all material transactions in
which any Seller or Newly-Formed LLC either (a) acquired a majority of the
equity of another entity, (b) acquired material assets from another entity not
in the ordinary course of business and still in use by a Seller, (c) merged or
consolidated with or into another entity, or (d) entered into a joint venture,
partnership or similar arrangement, which is still in effect.  Sellers
and the Newly-Formed LLCs have made available to Chardan copies of all such
Contracts, in each case, including all exhibits, schedules and any material
document or instrument executed or delivered in connection therewith, pursuant
to which such transactions described in the preceding sentence were consummated
and such copies are true, complete and correct in all respects.

     

    4.20.        Accounts
Receivable.  The Accounts Receivable have arisen in the
ordinary course of business for actual services rendered in connection with the
Target Business and client reimbursements incurred in connection therewith and,
to the knowledge of Sellers and the Newly-Formed LLCs, there are no facts or
other information that indicates that the reserves and accruals reflected in the
Audited Financials and Unaudited Financials are inadequate as to the date
thereof.  Sellers and the Newly-Formed LLCs have not factored or
agreed to factor any Accounts Receivable.  Subject to Sellers’ and the
Newly-Formed LLCs’ discount policies described on Schedule
4.20, no Seller and no Newly-Formed LLC has discounted or agreed to
discount any Accounts Receivable.  The amounts at which the Accounts
Receivable are carried on the Audited Financials and Unaudited Financials
reflect the Accounts Receivable policy of Sellers which is consistent with GAAP,
consistently applied.

     

    4.21.        Investment
Representation.

     

    (a)           Each
Seller and Seller Controlling Party has such knowledge and experience in
financial and business matters that each Seller and Seller Controlling Party is
capable of evaluating the merits and risks of an investment in DAL and of making
an informed investment decision with respect thereto.

     

    (b)           Each
Seller hereby represents that each Seller is acquiring the Common Interests,
Series A Preferred Interests and Series B Preferred Interests for its own
account with the intention of holding such securities for purposes of
investment, and not with a view to any further sale or distribution
thereof.

     

    (c)           Sellers
understand and agree that because none of the Common Interests, Series A
Preferred Interests or Series B Preferred Interests have been registered under
the Securities Act, Sellers cannot dispose of any or all of the interests unless
such interests are subsequently registered under the Securities Act and any
applicable state securities laws, or exemptions from such registration are
available.

     

    (d)           Sellers
acknowledge that legends will be placed upon the certificates or other documents
representing the Common Interests, Series A Preferred Interests or Series B
Preferred Interests regarding the applicable transfer restrictions set forth in
this Agreement, the DAL Operating Agreement and under the Securities
Act.

    


    
      
        
           


        

        
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    4.22.        Disclosure.  No
representation or warranty made by any Seller, any Newly-Formed LLC or Seller
Controlling Party contained in this Agreement, any other Transaction Document,
nor any written statement or certificate furnished or to be furnished by or on
behalf of any Seller, any Newly-Formed LLC or Seller Controlling Party to DAL or
any representatives of DAL as required hereunder or listed on any Schedule
hereto, contains or will contain any untrue statement of a material fact, or
omits or will omit to state any material fact required to make the statements
herein or therein contained not misleading.

     

    4.23.        Certain
Business Practices.  None of the Sellers, the Newly-Formed
LLCs, the Seller Controlling Party or the Target Business, nor any director,
officer, agent or employee of any of them or any Affiliate (in their capacities
as such) has (i) used any funds for unlawful contributions, gifts, entertainment
or other unlawful expenses relating to political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees, to
foreign or domestic political parties or campaigns or violated any provision of
the Foreign Corrupt Practices Act of 1977, or (iii) made any other unlawful
payment.  None of the Sellers, the Newly-Formed LLCs, the Seller
Controlling Party or the Target Business, nor, to the knowledge of the Sellers,
any director, officer, agent or employee of any of them or any Affiliate (in
their capacities as such) has, since January 1, 2006, directly or indirectly,
given or agreed to give any gift or similar benefit in any material amount to
any customer, supplier, governmental employee or other Person who is or may be
in a position to help or hinder the Target Business or assist the Target
Business in connection with any actual or proposed transaction, which, if not
given could reasonably be expected to have had an adverse effect on the Target
Business, or which, if not continued in the future, could reasonably be expected
to adversely affect the business or prospects of the Target Business, or that
could reasonably be expected to subject the Target Business to suit or penalty
in any private or governmental litigation or proceeding.  To the
knowledge of Sellers and the Newly-Formed LLCs, all fees, costs, expenses and
other charges imposed, levied, charged or collected by any Seller or (prior to
the Closing) any Newly-Formed LLC in connection with the Target Business are,
and at all times in the past have been, in accordance with client guidelines,
except to the extent it would not have a Material Adverse Effect.  To
the knowledge of Sellers and Seller Controlling Party, such client guidelines
comply, in all material respects, with applicable Law.

     

    4.24.        Disclaimer
of Other Representations and Warranties; General Exception.

     

    (a)  Sellers
do not make, and have not made, any representations or warranties in connection
with the Transactions contemplated by this Agreement or the Transaction
Documents other than those expressly set forth herein or therein.  It
is understood that any data, any financial information or any memoranda or
offering materials or presentations not set forth herein are not and shall not
be deemed to be or to include representations or warranties of Sellers, the
Newly-Formed LLCs or Seller Controlling Party.  Except as expressly
set forth herein, no Person has been authorized by Sellers, the Newly-Formed
LLCs or Seller Controlling Party to make any representation or warranty relating
to Sellers, any Newly-Formed LLC, the Seller Controlling Party or the Target
Business or otherwise in connection with the Transactions contemplated by this
Agreement or the Transaction Documents, and if made, such representation or
warranty may not be relied upon as having been authorized by
Sellers.

    


    
      
        
           


        

        
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    (b)  Notwithstanding
the foregoing representations and warranties the Sellers, Newly-Formed LLCs and
the Seller Controlling Party make no representations or warranties relating to
the matters covered by the Rules Regulating the Florida Bar, as amended from
time to time, for lawyers admitted to practice law in the State of Florida
prohibiting the unauthorized practice of law as such rules may relate to the
provision of services under the Services Agreement.

     

    ARTICLE
5

     

    REPRESENTATIONS
AND WARRANTIES OF

    DAL,
FLATWORLD, GUPTA AND VALENTY

     

    5.1.         DAL,
FlatWorld, Gupta and Valenty Representations.  DAL, FlatWorld,
Gupta and Valenty, jointly and severally, each hereby represents and warrants to
each Seller and Chardan as follows; provided, however, that all
representations and warranties of DAL, FlatWorld, Gupta and Valenty are made
subject to the exceptions set forth on the Disclosure Schedules; provided further, that Valenty
is not making representations and warranties with respect to Gupta, and Gupta is
not making representations and warranties with respect to Valenty:

     

    (a)           Formation.  DAL
is a limited liability company duly organized, validly existing and in good
standing under the Laws of the State of Delaware.  DAL has all
requisite power and authority, and all necessary Consents, Orders, licenses and
Permits of and from all Governmental Entities, to own and use its assets, and to
carry on its business as now being conducted on the date hereof..

     

    (b)           Authority;
Binding Effect; and Consents.  The execution, delivery and
performance by DAL, the Existing Members, Gupta and Valenty of this Agreement
and any other Transaction Documents to which any of DAL, any Existing Member,
Gupta or Valenty is a party and the consummation of the transactions
contemplated thereby by DAL, any Existing Member, Gupta and Valenty have been
duly and validly authorized by all necessary action on the part of DAL, each
Existing Member, Gupta and Valenty.  DAL and each Existing Member has
all requisite power and authority to enter into this Agreement and any other
Transaction Documents to which it is a party and to carry out the transactions
contemplated thereby.  Gupta and Valenty have the requisite power and
capacity to enter into this Agreement and any other Transaction Documents to
which each of them, respectively, is a party and to carry out the transactions
contemplated thereby.  This Agreement and any other Transaction
Documents to which DAL, any Existing Member, Gupta or Valenty are a party is the
valid and legally binding Contract of DAL, such Existing Member, Gupta or
Valenty, respectively, enforceable in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar Laws affecting the enforcement of creditors’ rights
generally.

    


    
      
        
           


        

        
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    (c)           Consents
of Governmental Entities.  Except as set forth on Schedule 5.1(c),
no Consent, declaration, filing or registration by DAL, any Existing Member,
Gupta or Valenty with any Governmental Entity is required in connection with the
execution and delivery by DAL, any Existing Member, Gupta or Valenty of this
Agreement and the consummation of the Transactions contemplated
thereby.

     

    (d)           No
Conflict.  Neither the execution, delivery nor performance of
this Agreement and any other Transaction Documents to which any of DAL, either
Existing Member, Gupta or Valenty is a party, nor the consummation by DAL,
either Existing Member, Gupta or Valenty of the Transactions contemplated
thereby, will conflict with, or result in a breach of, any of the terms,
conditions or provisions of the certificate of formation of any of the foregoing
or the DAL Operating Agreement, or any Contract to which DAL, either Existing
Member, Gupta or Valenty is a party or by which it is bound.

     

    (e)           Brokerage.  Except
as set forth on Schedule
5.1(e), no broker or finder has acted directly or indirectly for DAL, any
Existing Member, Gupta or Valenty in connection with this Agreement or the
transactions contemplated hereby, and no broker or finder is entitled to any
brokerage or finder’s fee or other commission in respect thereof based in any
way on agreements made by or on behalf of DAL, any Existing Member, Gupta or
Valenty.

     

    (f)      
     Litigation;
Compliance.  There is no Claim, pending or to the knowledge of
DAL threatened, nor is there any written Order outstanding, against
DAL.

     

    (g)           Conduct
of Business.  Other than in connection with the negotiation of
the letters of intent relating to the Transactions, and the activities relating
to the consummation of the Transactions, DAL has not conducted any business or
entered into or agreed to enter into any Contract other than this Agreement and
the Transaction Documents and DAL will not conduct any business or enter into or
agree to enter into any Contract other than this Agreement and the Transaction
Documents prior to the Closing Date.  Other than in connection with
the negotiation of the letters of intent relating to the Transactions, and the
activities relating to the consummation of the Transactions, as of the date
hereof, DAL has no assets or liabilities other than as set forth on Schedule
5.1(g) and DAL has no business or operations.  Other than in
connection with the negotiation of the letters of intent relating to the
Transactions, the activities relating to the consummation of the Transactions,
and as forth on Schedule
5.1(g), DAL will not have any business or operations prior to the Closing
Date.

     

    (h)           Membership
Interests.

     

    (i)       
    At the Closing, the DAL Stern Equity and DAL Chardan
Equity will be duly and validly authorized and, when issued and delivered in
accordance with the terms hereof and of the DAL Membership Interest Agreement
and DAL Operating Agreement, for the consideration provided for herein and
therein, will be validly issued, fully paid and non-assessable.

     

    (ii)           As
of the date hereof and immediately prior to the Closing, the Existing Members
are the sole record and beneficial owners of all issued and outstanding
membership interests in DAL.

    


    
      
        
           


        

        
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    (iii)          As
of the date hereof, and immediately prior to the Closing, there are no options,
warrants, rights, calls, commitments, conversion rights, rights of exchange or
other agreements of any character, contingent or otherwise, providing for the
purchase or sale of any equity interest of DAL by any Person except as
specifically set forth in this Agreement.

     

    (iv)          As
of the date hereof, and immediately prior to the Closing, there are no
arrangements that require or permit any interest in DAL to be voted by or at the
discretion of anyone other than the Existing Members.

     

    (i)      
     Taxes.
DAL is, and has always been, a partnership for income Tax
purposes.  Except as set forth on Schedule
5.1(i), DAL has (A) duly and timely filed (taking into account valid
extensions of time to file) all Tax Returns required to be filed by it prior to
the Closing, (B) duly and timely paid (taking into account valid extensions of
time to pay), all Taxes due and payable before the Closing, and (C) no unpaid
liabilities or obligations for any Taxes as of the date hereof.  In
addition, as of the Closing Date, DAL will have no unpaid liabilities or
obligations for any Taxes with respect to the Pre-Closing Period.

     

    (j)      
     Affiliates.  Other
than pursuant to the Transaction Documents, no director, officer or Affiliate of
DAL, any Existing Member, Gupta or Valenty or any corporation, partnership,
limited liability company, trust or other entity in which any such Person is an
officer, director, trustee, member, manager, partner or holder of more than five
percent (5%) of any class of outstanding equity thereof, is a party to or
intends to be a party to any Contract to which DAL or its post-Closing
Affiliates is a party.

     

    (k)           Banks.  Schedule
5.1(k) contains a complete and correct list of the names and locations of
all banks in which DAL has accounts or safe deposit boxes and the names of all
persons authorized to draw thereon or to have access thereto.

     

    (l)     
      Investment
Representation.

     

    (i)            Each
Existing Member has such knowledge and experience in financial and business
matters that such Existing Member is capable of evaluating the merits and risks
of their continued investment in DAL and of making an informed decision to
continue to hold equity interests in DAL.

     

    (ii)           Each
Existing Member hereby represents that the Common Interests and Series B
Preferred Interests it holds, pursuant to the Transactions contemplated by the
Transaction Documents, are for its own account with the intention of holding
such securities for purposes of investment, and not with a view currently to any
further sale or distribution thereof.

     

    (iii)          Each
Existing Member understands and agrees that because the Common Interests and
Series B Preferred Interests have not been registered under the Securities Act,
the Existing Members cannot dispose of any or all of the interests unless such
interests are subsequently registered under the Securities Act and any
applicable state securities laws, or unless exemptions from such registration
are available.

    


    
      
        
           


        

        
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    (iv)          Each
Existing Member acknowledges that legends will be placed upon the certificates
or other documents representing the Common Interests and Series B Preferred
Interests regarding the applicable transfer restrictions set forth in this
Agreement, the DAL Operating Agreement and under the Securities
Act.

     

    (m)          Disclosure.
No representation or warranty by DAL, any Existing Member, Gupta or Valenty
contained in this Agreement as qualified and supplemented by any Disclosure
Schedule hereto, contains or will contain any untrue statements of material
fact, or omits or will omit to state any material fact required to make the
statements herein contained not misleading.

     

    (n)           Disclaimer
of Other Representations and Warranties; General Exception.  DAL, each
Existing Member, Gupta and Valenty have not made any representations or
warranties in connection with the transactions contemplated by this Agreement or
the Transaction Documents other than those expressly set forth in this Article
5.  It is understood that any data, any financial information or any
memoranda or offering materials or presentations not set forth herein are not
and shall not be deemed to be or to include representations or warranties of
DAL, either Existing Member, Gupta or Valenty.  Except as expressly
set forth herein, no Person has been authorized by DAL, any Existing Member,
Gupta or Valenty to make any representation or warranty relating to DAL, any
Existing Member, Gupta or Valenty in connection with the transactions
contemplated by this Agreement or the Transaction Documents, and if made, such
representation or warranty may not be relied upon as having been authorized by
DAL, either Existing Member, Gupta or Valenty.

     

    ARTICLE
6

     

    REPRESENTATIONS
AND WARRANTIES OF CHARDAN

     

    Chardan
hereby represents and warrants to DAL and each Seller as follows, provided,
however, that all representations and warrants of Chardan are made subject to
the exceptions set forth in the Disclosure Schedules:

     

    6.1.         Formation,
Organization, Authorization, Capitalization.

     

    (a)           Organization.
Chardan is a corporation duly organized and validly existing under the laws of
the British Virgin Islands.

     

    (b)           Capitalization.

     

    (i)         
  Capitalization. The authorized capital stock
of Chardan consists of 60,000,000 ordinary shares and 5,000,000 preferred shares
of which 9,166,666 ordinary shares are issued and outstanding and no shares of
preferred shares are issued and outstanding.  There are 11,166,666
warrants outstanding (including the Chardan Public Warrants) to purchase
ordinary shares of Chardan at a current exercise prices of $5.00 per share (the
number and price subject to adjustment), expiring August 12,
2012.  Except as set forth on Schedule
6.1 and in the prior sentence, and except with respect to the Underwriter
Option, there are no other options, warrants or rights (other than as
contemplated by this Agreement) to acquire any capital stock of
Chardan.  At the Closing, the Chardan shares for which the DAL Stern
Equity and the Existing Members Equity is exchangeable will be duly and validly
authorized and, when issued and delivered in accordance with the terms of the
DAL Operating Agreement, will be validly issued and will constitute legally
binding obligations of Chardan in accordance with their terms and will have been
issued in compliance with all applicable British Virgin Islands and United
States federal and state securities laws.

    


    
      
        
           


        

        
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    (ii)           Disputes.
There are no disputes, arbitrations or litigation proceedings involving
Chardan with respect to the ordinary shares or outstanding warrants, options and
other rights relating to the capital stock of Chardan.

     

    (iii)           Issuances.  Except for the
issuance of ordinary shares, warrants and options as set forth in the SEC
Reports of Chardan and the Registration Statement on Form F-1, SEC Registration
No. 333-152623 and the Chardan Private Placement Shares, there have not been any
issuances of capital securities or options, warrants or rights to acquire the
capital securities of Chardan.

     

    (c)           Authority. Chardan has full power
and authority to enter into this Agreement and to perform its obligations
hereunder, subject to the requirement to obtain stockholder
approval.  The execution and delivery by Chardan of this Agreement and
the Transaction Documents and the consummation by Chardan of the Transactions
contemplated hereby and thereby, have been duly authorized by Chardan’s board of
directors.  This Agreement and the Transaction Documents have been
duly executed and delivered by Chardan and constitute the legal, valid and
binding obligations Chardan, enforceable against it in accordance with such
document’s respective terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar Laws
affecting the enforcement of creditor’s rights generally, by general equitable
principles, or as enforceability may be limited by the absence of stockholder
approval.

     

    6.2.         No
Conflicts.  The execution and
delivery by Chardan of this Agreement and the Transaction Documents does not,
and the performance by Chardan of its respective obligations under this
Agreement or any of the Transaction Documents, and the consummation of the
transactions contemplated hereby and thereby, will not (assuming receipt of
stockholder approval): (a) conflict with or result in a violation or breach of
Chardan’s Amended and Restated Memorandum and Articles of Association, or (b)
subject to obtaining Consents, obtaining approvals and taking actions, making
the filings and giving the notices specifically referenced in this Agreement,
conflict with or result in a violation or breach of any Law applicable to
Chardan or any of its assets or properties.

     

    6.3.         Legal
Proceedings.  There are no
Legal Proceedings pending or, to the knowledge of Chardan, threatened, against
Chardan or any of its respective assets or properties, which could reasonably be
expected to result in the issuance of an Order restraining, enjoining or
otherwise prohibiting or making illegal the performance of any of Chardan’s
obligations contemplated by this Agreement or any Transaction
Document.

     

    6.4.         Consents
of Governmental Entities.  Except as set forth on Schedule
6.4, no Consent, or declaration, filing or registration by Chardan with
any Governmental Entity is required in connection with the execution and
delivery by Chardan of this Agreement or any of the Transaction Documents and
the consummation of the Transactions contemplated hereby or
thereby.

    


    
      
        
           


        

        
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    6.5.         Financial
Statements.

     

    (a)           Chardan’s
2008 audited consolidated financial statements (the “Chardan Audited Financials”)
included in Chardan’s 2008 Annual Report on Form 20-F and the unaudited
financial statements of Chardan for the six months ended June 30, 2009 included
in Chardan’s Report of Foreign Private Issuer on Form 6-K (the “Chardan Unaudited Financials”)
fairly present, in all material respects, Chardan’s financial condition and the
results of its operations as of their respective dates and for the periods then
ended.  The Chardan Audited Financials contain and reflect all
necessary adjustments and accruals for a fair presentation of Chardan’s
financial condition as of their respective dates, and contain and reflect
adequate provisions for all reasonably anticipated material liabilities for all
material income, property, sales, payroll or other Taxes applicable to Chardan
with respect to the periods then ended.

     

    (b)           Except
as specifically disclosed, reflected or fully reserved against on the December
31, 2008 balance sheet contained in the Chardan Audited Financials (the “Chardan December Balance Sheet”) and
for liabilities and obligations of a similar nature incurred in the ordinary
course of business since the date of the Chardan December Balance Sheet and
except as set forth in the Chardan Unaudited Financials or on Schedule
6.5(b), there are no material liabilities, debts or obligations of any
nature (whether accrued, absolute, contingent, liquidated or unliquidated,
unasserted or otherwise) relating to Chardan required to be reflected on the
Chardan December Balance Sheet or in the balance sheet contained in the
Unaudited Financials in accordance with US GAAP.  All material debts
and liabilities, fixed or contingent, which are required to be included in
accordance with US GAAP on an accrual basis on the Chardan December Balance
Sheet, are included therein.

     

    (c)           The
Chardan December Balance Sheet accurately reflects the outstanding Chardan
Indebtedness as of the date thereof.  Except as set forth on Schedule
6.5(c), Chardan does not have any Chardan Indebtedness.

     

    6.6.         Taxes.  Except
as set forth on Schedule
6.6: Chardan has (a) duly and timely filed (taking into account valid
extensions of time to file) all Tax Returns required to be filed by it on or
prior to the Closing Date, which Tax Returns are true, correct and complete in
all material respects, and (b) duly and timely paid (taking into account valid
extensions of time to pay) all Taxes due and payable on or before the Closing
Date, and has properly accrued, in all material respects, on the Chardan Audited
Financials all Taxes not yet due and payable.  Chardan has, in all
material respects, timely and properly withheld or collected, paid over and
reported all employment Taxes required to be withheld or collected by it on or
before the Closing Date.

     

    6.7.         Absence
of Certain Developments.  Except as set forth in Schedule
6.7, since June 30, 2009, no Chardan Material Adverse Change has occurred
in Chardan’s financial condition, and Chardan has not:

    


    
      
        
           


        

        
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    (a)           issued
any equity securities, any profits interests, or any securities exchangeable for
or convertible into any equity securities or profits interests, other than the
Chardan Private Placement Shares;

     

    (b)           borrowed
any amounts, or incurred any other liabilities which are not in the ordinary
course of business, consistent with past practice;

     

    (c)           sold,
assigned or transferred any of its assets other than in the ordinary course of
business, consistent with past practices;

     

    (d)           (i)
compromised any debt or Claim other than in the ordinary course of business
consistent with past practices; (ii) intentionally waived any rights other than
in the ordinary course of business consistent with past practices; (iii)
suffered any material theft, destruction, damage or casualty loss; (iv)
intentionally waived, canceled or released any right, Claim or Accounts
Receivable other than in the ordinary course of business consistent with past
practices; and (v) suffered any extraordinary losses;

     

    (e)           other
than in connection with the Transaction Documents, incurred any material
liabilities or obligations (absolute, accrued, contingent or otherwise) except
in the ordinary course of business and consistent with past practice, or
experienced any change in any assumptions underlying or methods of calculating,
any bad debt, contingency or other reserves that had a Chardan Material Adverse
Effect;

     

    (f)           made
any single capital expenditure or commitment in excess of $75,000 for additions
to property, plant, equipment or intangible capital assets or made capital
expenditures or commitments in excess of $75,000 in the aggregate for additions
to property, plant, equipment or intangible capital assets, except, in each
case, in the ordinary course of business consistent with past
practice;

     

    (g)           been
removed from trading on the Nasdaq Stock Market because of a breach or violation
of any applicable laws, or received notice from any security supervisory
agencies warning or punishing Chardan due to a violation of exchange market
rules or received notice of termination or suspension in trading on the Nasdaq
Stock Market, except for suspensions of trading in normal
situations;

     

    (h)           suffered
any Chardan Material Adverse Change in its financial condition, assets,
liabilities (absolute, accrued, contingent or otherwise), reserves, business or
operations; or

     

    (i)           agreed,
whether in writing or otherwise, to take any action described in this Section
6.7.

     

    6.8.          Affiliates.  Other
than with respect to the Employment Agreements, and except as set forth on Schedule
6.8, no director, officer or Affiliate of Chardan, or any corporation,
partnership, limited liability company, trust or other entity in which any such
Person is an officer, director, trustee, member, manager, partner or holder of
more than five percent (5%) of any class of outstanding equity thereof, has been
a party, is a party or intends to be a party, to any Contract to which Chardan,
DAL or any Newly-Formed LLC will be a party immediately following the
Closing.

    


    
      
        
           


        

        
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    6.9.          Contracts.  Except
as set forth on Schedule
6.9, Chardan is not bound by any contract other than purchase orders in
the ordinary course, which involves consideration or other expenditures in
excess of $75,000 or involving performance over a period of more than six (6)
months

     

    6.10.        Litigation;
Compliance.  Except as disclosed on Schedule
6.10 hereto, (a) there has been no written notice of any Claim pending
or, to the knowledge of Chardan, threatened in writing, against Chardan, nor is
there any written Order outstanding against Chardan that remains in effect; (b)
Chardan has not received any written notice claiming any material violation of
any Law or Order from any Governmental Entity that is unresolved; and (c)
Chardan is currently, and has at all times been in compliance in all material
respects with all applicable Laws, ordinances, licenses or Permits of any
Governmental Entity.

     

    6.11.        No
Conflict; Consents.  Schedule
6.11 sets forth a complete list of all contracts to which Chardan is a
party which contain a change of control provision which would be triggered by
the Transactions contemplated in this Agreement and, except with respect to
those contracts listed on Schedule
6.11 as requiring Consent, no Consent or other action by, or notice to,
any Person is necessary for the consummation of the Transactions contemplated
hereby, except if the failure to obtain such consent, take such action or
provide such notice would not have a Chardan Material Adverse
Effect.

     

    6.12.        Banks.  Schedule
6.12 contains a complete and correct list of the names and locations of
all banks in which Chardan has accounts or safe deposit boxes, and the names of
all persons authorized to draw thereon or to have access thereto.

     

    6.13.        Trust
Fund.  As of the Closing Date between (a) Chardan’s trust
account with Continental Stock Transfer & Trust Company, plus (b) the amount
of financing secured by Chardan pursuant to the sale of the Chardan Private
Placement Shares, Chardan will have cash balances equal to the Initial
Cash.

     

    6.14.        SEC
Reports.

     

    (a)           Chardan
has delivered to the parties, or there have been available by public means, (i)
Chardan’s Annual Report on Form 20-F for the period ended December 31, 2008 and
(ii) Chardan’s prospectus, dated August 12, 2008, relating to its initial public
offering of securities, and (iii) all other reports filed by Chardan under the
Exchange Act (all of such materials, together with any amendments thereto and
documents incorporated by reference therein, are referred to herein as the “SEC Reports”).

     

    (b)           As
of its filing date or, if applicable, its effective date, each SEC Report
compiled in all material respects with the requirements of the Laws applicable
to Chardan for such SEC report, including the Securities Act and the Exchange
Act.

     

    (c)           Each
SEC Report as of its filing date and the prospectus referred to in clause (ii)
of Section 6.14(a), as of its effective date, did not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading.  Chardan has filed all
reports under the Exchange Act that were required to be filed as of the date
hereof and will have filed all such reports required to have been filed through
the Closing Date and has otherwise materially complied with all requirements of
the Securities Act and the Exchange Act.

    


    
      
        
           


        

        
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    (d)           Chardan
is in compliance in all material respects with the Sarbanes-Oxley Act of
2002.

     

    6.15.        Certain
Business Practices.  Neither Chardan, nor any director,
officer, agent or employee of Chardan (in their capacities as such) has (a) used
any funds for unlawful contributions, gifts, entertainment or other unlawful
expenses relating to political activity, (b) made any unlawful payment to
foreign or domestic government officials or employees, to foreign or domestic
political parties or campaigns or violated any provision of the Foreign Corrupt
Practices Act of 1977, or (b) made any other unlawful payment. Chardan has not
and to Chardan’s knowledge, none of Chardan’s directors, officers, agents or
employees (in their capacities as such) has, since January 1, 2009, directly or
indirectly, given or agreed to give any gift or similar benefit in any material
amount to any customer, supplier, governmental employee or other Person that
could reasonably be expected to subject Chardan to suit or penalty in any
private or governmental litigation or proceeding.

     

    6.16.        Brokerage.  Except
as set forth on Schedule
6.16, no broker or finder has acted directly or indirectly for Chardan in
connection with this Agreement or the Transactions contemplated hereby, and no
broker or finder is entitled to any brokerage or finder’s fee or other
commission in respect thereof based in any way on agreements made by or on
behalf of Chardan.

     

    6.17.        Investment
Representations.

     

    (a)           Chardan
has such knowledge and experience in financial and business matters that Chardan
is capable of evaluating the merits and risks of an investment in DAL and is
capable of making an informed investment decision.

     

    (b)           Chardan
hereby represents that it is acquiring the Common Interests for its own account
with the intention of holding such securities for purposes of investment, and
not with a view to any further sale or distribution thereof.

     

    (c)           Chardan
understands and agrees that because the Common Interests have not been
registered under the Securities Act, Chardan cannot dispose of any or all of the
interests unless such interests are subsequently registered under the Securities
Act and any applicable state securities laws, or exemptions from such
registration are available.

     

    (d)           Chardan
acknowledges that legends will be placed upon the certificates or other
documents representing the Common Interests regarding the applicable transfer
restrictions set forth in this Agreement, the DAL Operating Agreement and under
the Securities Act.

     

    6.18.        Disclosure.  No
representation or warranty by Chardan contained in this Agreement, any
Transaction Document, nor any written statement or certificate furnished or to
be furnished by or on behalf of Chardan as required hereunder or listed on any
Schedule hereto, contains or will contain any untrue statement of a material
fact, or omits or will omit to state any material fact required to make the
statements herein or therein contained not misleading.

    


    
      
        
           


        

        
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    6.19.        Disclaimer
of Other Representations and Warranties; General
Exception.  Chardan does not make and has not made any
representations or warranties in connection with the transactions contemplated
by this Agreement or the Transaction Documents other than those expressly set
forth herein.  It is understood that any data, any financial
information or any memoranda or offering materials or presentations not set
forth herein are not and shall not be deemed to be or to include representations
or warranties of Chardan.  Except as expressly set forth herein, no
Person has been authorized by Chardan to make any representation or warranty
relating to Chardan in connection with the transactions contemplated by this
Agreement or the Transaction Documents, and if made, such representation or
warranty may not be relied upon as having been authorized by
Chardan.

     

    ARTICLE
7

     

    CONDITIONS
TO OBLIGATIONS

     

    7.1.          Conditions
to Obligations of DAL, the Existing Members, Gupta and
Valenty.  The obligations of DAL, the Existing Members, Gupta
and Valenty to consummate the transactions provided for herein shall be subject
to the customary closing terms and conditions set forth in the DAL Membership
Interest Agreement including, but not limited to, the contribution of the Target
Business by DJS, PTA and DSI to the Newly-Formed LLCs pursuant to Section 2.1
hereof; the bringdown of the representations and warranties of each Seller, each
Newly-Formed LLC and Seller Controlling Party; delivery of closing certificates;
delivery of good standing certificates; no Material Adverse Change; necessary
consents, approvals and releases; opinions of counsel; execution of an
employment agreement by David J. Stern; execution of the DAL Operating
Agreement; the obtainment of debt financing to consummate the transactions
contemplated by this Agreement; execution of the Services Agreement, Facilities
Sharing Agreement, Escrow Agreement, and the other Transaction Documents;
delivery of name change documents and the satisfaction of DAL’s due diligence
investigation.

     

    7.2.          Conditions
to Obligations of Sellers.  The obligation of Sellers to
consummate the transactions provided herein with respect to DAL shall be subject
to the customary closing terms and conditions set forth in the DAL Membership
Interest Agreement, including but not limited to, the bringdown of the
representations and warranties of DAL; delivery of officer’s certificates;
payment of Initial Cash and execution of the Voting Agreement.

     

    7.3.          Conditions
to Obligations of Chardan.  The obligations of Chardan to
consummate the transactions provided for herein shall be subject to the
following conditions unless waived in writing by Chardan:

     

    (a)           Stockholder
Approval.  (i) By December 31, 2009, Chardan’s stockholders
shall have approved the transactions contemplated by this Agreement and the
other Transaction Documents, and Chardan’s public stockholders will have
exercised their redemption rights with respect to fewer than 35% of the issued
and outstanding Chardan Common Stock owned by them (as required under Chardan’s
Amended and Restated Memorandum and Articles of Association); (ii) Chardan’s
stockholders will have approved the stockholder resolution adopting the Second
Amended and Restated Memorandum and Articles of Association; and (iii) Chardan’s
stockholders will have approved the stockholder resolution contemplated by the
Voting Agreement with respect to the composition of the Chardan board of
directors.

    


    
      
        
           


        

        
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    (b)           Conditions
to Obligations of DAL.  All DAL conditions other than those
within the control of Chardan have been satisfied or separately waived in
writing by Chardan, regardless of any waiver thereof by DAL, which shall not
bind Chardan with respect thereto.

     

    ARTICLE
8

     

    RESTRICTIVE
COVENANTS

     

    8.1.          Restrictive
Covenants.  In consideration of the payment of the Initial Cash
and the Post-Closing Cash, and for the purpose of protecting the Target
Business’ trade secrets and goodwill, each Seller, and the Seller Controlling
Party (including their respective Affiliates) agree and acknowledge that the DAL
Membership Interest Agreement contains customary non-solicitation and noncompete
provisions effective during the Restricted Period, providing equitable relief to
DAL and Chardan in the event that such restrictions are breached by any Seller
or the Seller Controlling Party.

     

    ARTICLE
9

     

    OTHER
COVENANTS AND AGREEMENTS

     

    9.1.          Covenants
To Be Observed by Each Seller .  Each Seller and the Seller
Controlling Party hereby covenants and agrees to comply with, and to cause the
Newly-Formed LLCs to comply with, the following:

     

    (a)           Operation
of Target Business in the Ordinary Course.  Except as otherwise
contemplated herein, or as previously approved by DAL in writing, until the
Release Time, each Seller and the Seller Controlling Party shall, and shall
cause the Newly-Formed LLCs to, conduct the Target Business only in the ordinary
course and consistent with its prior practices.  Without limiting the
generality of the foregoing, prior to the Release Time, neither the Seller
Controlling Party, the Sellers nor the Newly-Formed LLCs shall, without
Chardan’s prior written consent, which may be withheld in Chardan’s sole
discretion, (i) permit to occur, take any action or enter into any transaction
of the sort described in Section 4.4 hereof (other than (l) or (o)), or which
would cause any representation or warranty made in (1) Section 4.4 hereof (other
than (l) or (o)), or (2) the last two sentences of Section 4.23, to be untrue or
(ii) make, change, revoke or terminate any material Tax election or change any
annual Tax accounting period.

     

    (b)           Insurance;
Defaults; Litigation.  Until the Release Time, each Seller
shall, and shall cause each Newly-Formed LLC to (i) maintain in force (including
necessary renewals thereof) the insurance policies currently in effect, except
to the extent that they may be replaced with equivalent policies appropriate to
insure its assets and business, to the same extent as currently insured, without
material increase in cost; (ii) comply in all material respects with all
Contracts to which any Seller or any Newly-Formed LLC is a party and not suffer
or permit to exist any condition or event that, with notice or lapse of time or
both, would constitute a material default by it under any material Contract,
license or governmental Consent or Permit; (iii) duly observe and conform, in
all material respects, to all applicable Laws; and (iv) notify Chardan of any
Claim that after the date hereof is threatened or commenced against it, other
than Claims that are not material and are in the ordinary course of
business.

    


    
      
        
           


        

        
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    9.2.          Access.

     

    (a)           Until
the Release Time, the Seller Controlling
Party and each Seller shall, and shall cause each Newly-Formed LLC to, upon
reasonable notice, afford Chardan and its accountants, managers, members,
officers, partners, employees, counsel, agents and other representatives,
reasonable access during business hours, subject to the terms of the existing
confidentiality agreements, to the plants, properties, books, and records of
each Seller and each Newly-Formed LLC, shall permit them to make extracts from
and copies of such Books and Records, and will from time to time furnish Chardan
with such additional financial and operating data and other information as to
the financial condition, results of operations, businesses, properties, assets,
liabilities, or further prospects of each Seller and the Newly-Formed LLCs as
Chardan requests; provided, however, that (i)
neither Sellers nor any Newly-Formed LLC shall be required to provide access to
any documentation or books or records containing client confidences or
information that is subject to the attorney-client privilege, (ii) Chardan
agrees to keep all information obtained as a result of such access in strict
confidence, and (iii) Chardan will not contact customers or employees of Sellers
(other than David J. Stern) without Sellers’ prior consent and will comply with
Sellers reasonable guidelines and procedures in connection with such contact so
as to minimize disruption of the Sellers’ operations.  In the event
the transactions contemplated by this Agreement are terminated as described in
Article 12 hereunder, all such information shall be returned to the applicable
Seller and the applicable Newly-Formed LLC within a reasonable
time.  Until the Release Time, the Seller Controlling
Party and each Seller shall, and shall cause each Newly-Formed LLC to, cause
their independent certified public accountants to make available to Chardan and
its independent certified public accountants the work papers relating to any
audits of any Seller and any Newly-Formed LLC.  The Seller Controlling
Party and each Seller shall provide DAL with equivalent access (subject to the
terms of the existing confidentiality agreement and the confidentiality
obligations set forth in this Section 9.2) to the same data and information as
is provided to Chardan.

     

    (b)           Until
the Release Time, DAL and Chardan shall,
upon reasonable notice, afford Sellers and their accountants, managers, members,
officers, partners, employees, counsel, agents and other representatives,
reasonable access during business hours, subject to the terms of the existing
confidentiality agreements, to the plants, properties, books, and records of DAL
and Chardan, shall permit them to make extracts from and copies of such books
and records, and will from time to time furnish Sellers with such additional
financial and operating data and other information as to the financial
condition, results of operations, businesses, properties, assets, liabilities,
or further prospects of DAL and Chardan as Sellers request; provided, however, that
Sellers agree to keep all information obtained as a result of such access in
strict confidence.  In the event the transactions contemplated by this
Agreement are terminated as described in Article 12 hereunder, all such
information shall be returned to DAL and Chardan within a reasonable
time.  Until the Release Time, Chardan shall cause
their independent certified public accountants to make available to Sellers and
their independent certified public accountants the work papers relating to any
audits of Chardan.

    


    
      
        
           


        

        
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    9.3.          Contracts.  Until
the Release Time, the Seller Controlling Party and each Seller shall not, and
shall cause the Newly-Formed LLCs not to, enter into any material Contract
(unless such Contract is in the ordinary course of business consistent with past
practices) not approved in writing by Chardan, and Chardan and DAL shall not
enter into any material Contract (unless such Contract is in the ordinary course
of business consistent with past practices) not approved in writing by Sellers,
in each case, such approval not to be unreasonably withheld, conditioned or
delayed.

     

    9.4.          Employees
and Employee Benefits.

     

    (a)           Until
the Release Time, each Seller shall, and shall cause the Newly-Formed LLCs to,
refrain from adopting any Seller Plan or amending any Seller Plan which
increases the current or future liability of any Seller thereunder (other than
an amendment that is required by Law or that is necessary or appropriate to
maintain the Plan’s qualified status under the Code) and shall timely pay all of
its contributions for the benefit of its respective employees to the applicable
Newly-Formed LLC Plans as such contributions become due.

     

    (b)           Effective
as of the Closing Date, the Transferred Employees (as defined in the
Contributions Agreements) shall be hired by Newly-Formed LLCs at the same base
salary or hourly rate as was paid to them by the Seller employing them
immediately prior to the Closing Date.

     

    (c)           As
of the Closing Date, the Newly-Formed LLCs shall adopt the Employee Benefit
Plans maintained or contributed to by any of the Sellers in effect throughout
the six-month period immediately prior to the Closing Date or provide the
Transferred Employees with Employee Benefit Plans substantially equivalent to
those the Sellers provided to the Transferred Employees throughout the six-month
period immediately prior to the Closing Date.  To the extent there are
Newly-Formed LLC Plans, Transferred Employees shall be given credit under such
Newly-Formed LLCs Plans for all service with Sellers, to the extent such service
was recognized for comparable purposes under the corresponding Employee Benefit
Plans of Sellers.  To the extent there are Newly-Formed LLC Plans, the
service credit given shall be for all purposes thereunder, including but not
limited to, eligibility, vesting, service-related level of benefits, early
retirement benefits and benefit accruals; provided, however, that no Transferred
Employee shall receive any duplication of benefits under an Employee Benefit
Plan and a Newly-Formed LLC Plan.  The Newly-Formed LLC Plans shall
count claims incurred since December 31, 2008 and prior to the Closing Date for
purposes of applying deductibles, out-of-pocket maximums, benefit maximums and
other similar limitations, and any otherwise applicable restrictions and
limitations for pre-existing conditions shall be waived thereunder, except to
the extent that Transferred Employees were subject to such restrictions and
limitations under the applicable Employee Benefit Plans of Sellers immediately
prior to the Closing Date.

     

    (d)           Notwithstanding
anything to the contrary herein, the Newly-Formed LLCs shall be fully
responsible and liable to provide COBRA continuation coverage to all M&A
Qualified Beneficiaries (as defined in Treasury Regulations §54.4980B-9,
Q&A-4(a)) of the Sellers with respect to the transactions contemplated by
this Agreement.

    


    
      
        
           


        

        
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    (e)           The
Newly-Formed LLCs shall grant the Transferred Employees credit for and shall
assume and be responsible for any Seller liabilities with respect to personal
time off and vacation time accrued but unused or unpaid immediately prior to the
Closing Date.

     

    (f)           Effective
as of the Closing Date, the Newly-Formed LLCs shall provide workers’
compensation coverage for the Transferred Employees for periods after the
Closing Date.

     

    9.5.          Taxes.  Sellers
or Seller Controlling Party shall be liable for all sales, use and other
transfer Taxes arising from the transactions contemplated by this Agreement or
the Contribution Agreements.  Sellers or Seller Controlling Party
shall duly and timely file all Tax Returns relating to such Taxes and duly and
timely remit to the appropriate Governmental Entity any such Taxes, and shall
give a copy of such Tax Returns to DAL promptly after filing, together with
proof of payment of the Tax, if any, shown thereon to be due.

     

    9.6.          Notice of
Material Adverse Changes.  Until the Release Time, (a) Sellers shall promptly
notify, and shall cause each Newly-Formed LLC to promptly notify, DAL and
Chardan of any Material Adverse Change, (b) DAL shall promptly notify Sellers
and Chardan of any DAL Material Adverse Change and (c) Chardan shall promptly
notify Sellers and DAL of any Chardan Material Adverse Change.

     

    9.7.          Exclusivity.

     

    (a)           In
consideration of Chardan’s entering into this Agreement and devoting significant
time and resources towards exploring a possible transaction, (i) the Seller
Controlling Party and each Seller will cease, and will cause all Sellers and
each Newly-Formed LLC and their respective officers, directors, employees, legal
counsel, accountants, financial advisors, accountants, consultants and other
representatives to cease, all existing discussions among any Seller or any
Newly-Formed LLC or the Seller Controlling Party with any Third Party with
respect to any Acquisition Proposal (as defined below) and (ii) prior to any
termination of this Agreement as set forth in Section 12 hereto, each Seller and
the Seller Controlling Party will not, and shall cause each Newly-Formed LLC and
their respective employees, legal counsel, accountants, financial advisors,
accountants, consultants and other representatives not to, engage in or continue
any Solicitation (as defined below) or take any action to authorize or permit
any of the foregoing to engage in or continue any Solicitation. The term “Acquisition Proposal” shall
mean any proposal for (A) a sale or issuance of any shares of capital stock of
any Seller or the membership interests of any Newly-Formed LLC, (B) a merger,
consolidation, sale of a substantial portion of the assets or any similar
transaction or business combination involving any Seller or any Newly-Formed
LLC, (C) any other transaction involving any Seller or any Newly-Formed LLC or
any of their securities or assets that would have an effect similar to the
transactions described in (A) or (B), or (D) any other transaction that would
defeat the intent of this Agreement, including a recapitalization or
refinancing.  The term “Solicitation” shall mean any
action or activity pursuant to which any Person, directly or indirectly,
solicits, entertains or enters into any agreement, negotiations with, or
furnishes any information to, any Person (other than DAL, Chardan or any agent,
affiliate, representative or other designee of DAL or Chardan), with respect to
any Acquisition Proposal.

    


    
      
        
           


        

        
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    (b)           Before
responding to any Acquisition Proposal, Sellers shall (a) immediately notify
Chardan (orally and in writing) if any offer is made, any discussions or
negotiations are sought to be initiated, any inquiry, proposal or contact is
made or any information is requested with respect to any Acquisition Proposal,
(b) promptly notify Chardan of the terms of any proposal that it may receive in
respect of any such Acquisition Proposal, including the identity of the
prospective purchaser or soliciting party, (c) promptly provide Chardan with a
copy of any such offer, if written, or a written summary (in reasonable detail)
of such offer, if not in writing, and (d) keep Chardan informed of the status of
such offer and the offeror’s efforts and activities with respect
thereto.

     

    9.8.          Debt
Financing.  From the date of this Agreement until the Closing
Date, each Seller, each Newly-Formed LLC and the Seller Controlling Party will
provide (at no expense or liability to any of them) all cooperation reasonably
requested by DAL or Chardan in connection with the debt financing for the
transaction contemplated by this Agreement, including (A) making available
appropriate officers and employees, on reasonable advance notice, to meet with
prospective lenders and investors in meetings, presentations, and due diligence
sessions, (B) assisting with the preparation of disclosure documents in
connection therewith, (C) requesting its independent accountants to provide
reasonable assistance to DAL or Chardan at DAL’s expense, and (D) causing each
Newly-Formed LLC to execute and deliver any commitment letters, pledge and
security documents, other definitive financing documents, or other requested
certificates or documents; provided, that none of the letters, agreements,
documents and certificates referenced in the immediately preceding clause (D)
will be executed and delivered except in connection with the
Closing.  Each of Chardan, DAL, the Sellers, the Newly-Formed LLCs,
the Seller Controlling Party, and the Existing Members will use commercially
reasonable efforts to close the debt financing transaction related to the
Transaction contemplated by this Agreement.

     

    9.9.          Name
Change Filing.  Promptly after Closing, PTA and DSI shall file
the necessary documentation to effect its name change with the appropriate
Governmental Entities in the jurisdictions of its incorporation and in which it
is qualified to do business.

     

    9.10.        Mutual
Covenants.  DAL, each Newly-Formed LLC, the Seller Controlling
Party, Chardan and each Seller shall cooperate with each other with respect to
the following:

     

    (a)           Satisfaction
of Conditions.  Each Seller, each Newly-Formed LLC, Chardan,
the Seller Controlling Party and DAL, shall use commercially reasonable efforts
to cause the satisfaction of the conditions precedent to the obligation of all
parties to consummate the Transactions contemplated by this Agreement,
including, without limitation, the following:

    


    
      
        
           


        

        
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    (i)           Obtain
from Governmental Entities any Consents, licenses, permits, waivers, or orders
required to be obtained or made by DAL, Chardan, Sellers or the Newly-Formed
LLCs, or to avoid any proceeding by any Governmental Entity (including, without
limitation, those in connection with the HSR Act), in connection with the
authorization, execution and delivery of this Agreement and the transactions
contemplated herein, (ii) make or cause to be made the applications or filings
required to be made by DAL, Chardan, Sellers or the Newly Formed LLCs under or
with respect to the HSR Act or any other Laws in connection with the
authorization, execution and delivery of this Agreement and the Transactions
contemplated herein, and to pay any fees due in connection with such
applications or filings which fees, in the case of the HSR Act application,
which will be paid by Chardan initially and reimbursed by DAL to Chardan at
Closing, as promptly as is reasonably practicable, and in any event within ten
(10) Business Days after the date hereof, (iii) comply, at the earliest
practicable date, with any request under or with respect to the HSR Act and any
such other Laws for additional information, documents or other materials
received by DAL, Chardan, Sellers or the Newly Formed LLCs from the Department
of Justice, the Federal Trade Commission or any other Governmental Entity in
connection with such applications or filings or this Agreement and the
Transactions contemplated by this Agreement; and (iv) coordinate and cooperate
with, and give due consideration to all reasonable additions, deletions or
changes suggested in connection with, making (1) any filing under or with
respect to the HSR Act or any such other Laws, and (2) any filings, conferences
or other submissions related to resolving any investigation or other inquiry by
any such Governmental Entity.  Each of DAL, the Seller Controlling
Party, Chardan and Sellers shall, and shall cause their respective Affiliates
to, furnish to the other party all information necessary for any such
application or other filing to be made in connection with this Agreement or
other Transactions contemplated by this Agreement.  Each of DAL, the
Seller Controlling Party, Chardan and Sellers shall promptly inform the other of
any communication with, and any proposed understanding, undertaking or agreement
with, any Governmental Entity regarding any such application or filing by them
or their Affiliates.  If a party or its Affiliates intends to
independently participate in any meeting with any Governmental Entity in respect
of any such filings, investigation or other inquiry, then such party shall give
the other party reasonable prior notice of, and the opportunity to participate
in, such meeting.  The parties shall coordinate and cooperate with one
another in connection with any analyses, appearances, presentations, memoranda,
briefs, arguments, opinions and proposals made or submitted by or on behalf of
any party or its Affiliates in connection with all meetings, actions and
proceedings under or relating to any such application or filing.

     

    (b)           Notices.  Give any notices
to third parties and use commercially reasonable efforts to obtain any third
party consents necessary, proper or advisable to consummate the Transactions
contemplated in this Agreement; provided, however, that the parties shall
coordinate and cooperate in determining whether any actions, consents, approvals
or waivers are required to be obtained from parties to any material Contracts in
connection with this Agreement or the Transactions contemplated by this
Agreement and seeking any such actions, consents, approvals or waivers; provided further, that except
as expressly provided in Article 7, no such
actions, consents, approvals or waivers shall constitute conditions to
Closing.

     

    (c)           Pending
Actions.  Notify the other
party in writing of any pending or, to their knowledge (as the case may be),
threatened action, suit or other proceeding or investigation by any Governmental
Entity or any other Person (A) challenging or seeking material damages in
connection with this Agreement or the Transactions contemplated by this
Agreement or (B) seeking to restrain or prohibit the consummation of the
Transactions contemplated by this Agreement.

    


    
      
        
           


        

        
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    (d)           HSR.  Use their
commercially reasonable efforts to (i) cause the expiration of the notice
periods under or with respect to the HSR Act and any other Laws with respect to
this Agreement or the Transactions contemplated by this Agreement, as promptly
as is reasonably practicable after the execution of this Agreement, and (ii)
resolve such objections, if any, as may be asserted by any Governmental Entity
with respect to this Agreement or the Transactions contemplated by this
Agreement.  In connection therewith, if any administrative or judicial
action or proceeding is instituted (or threatened to be instituted) challenging
this Agreement or the Transactions contemplated by this Agreement as violative
of any Law, each of DAL, the Seller Controlling Party, Chardan and Sellers
shall, and shall cause their respective Affiliates to, cooperate and use their
commercially reasonable efforts to contest and resist any such action or
proceeding, including any action or proceeding that seeks a temporary
restraining order or preliminary injunction that would prohibit, prevent or
restrict consummation of the Transactions contemplated by this
Agreement.

     

    (e)           Public
Statements.  During the period prior to Closing, before DAL,
Chardan, any Seller or Newly-Formed LLC, shall release any information
concerning this Agreement or the transactions contemplated hereby which is
intended for or may result in public dissemination thereof, such parties shall
furnish drafts of all documents or proposed oral statements to the other party,
for comments, and shall not release any such information without the written
Consent of the other party.  Nothing contained herein shall prevent
any party hereto from timely satisfying its disclosure obligations under federal
and state securities laws, or from releasing any information (i) to any
Governmental Entity if otherwise required to do so by Law or (ii) after the
Closing.  Other than pursuant to the language shown on, and consistent
with the timing provided for in Exhibit
K hereto, FlatWorld shall not make any public announcement or issue any
press release with respect to the Transactions contemplated by this Agreement
and the Transaction Documents without Chardan’s prior written
consent.

     

    9.11.        Covenant
to be Observed by Chardan.

     

    (a)           Capital
Transactions.  Chardan hereby
covenants and agrees that any capital transaction entered into by it that
results in the receipt by Chardan of any cash, or the acquisition of the assets
or stock of another business, or any portion thereof, will be followed
immediately by a contribution by Chardan of such cash, assets or stock to DAL,
in exchange for additional Common Interests in DAL, issued at such Common
Interests’ then fair market value.

     

    (b)           Operation
of Chardan in the Ordinary Course.  Except as
otherwise contemplated herein, including the completion of the issuance of the
Chardan Private Placement Shares, or as previously approved by Sellers in
writing, until the Release Time, Chardan shall conduct its business only in the
ordinary course and consistent with its prior practices.  Without
limiting the generality of the foregoing, prior to the Release Time, Chardan
shall not, without Sellers’ prior written consent, which may be withheld in
Sellers’ sole discretion, (i) take any action or enter into any transaction of
the sort described in Section 6.7 hereof (other than (g)), or which would cause
any representation or warranty made in Section 6.7 hereof to be untrue, or (ii)
make, change, revoke or terminate any material Tax election or change any annual
Tax accounting period.

    


    
      
        
           


        

        
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    (c)           Proxy
Statement.

     

    (i)     
      As promptly as practicable after the
execution of this Agreement, Chardan shall prepare and file with the SEC a proxy
statement relating to Company Stockholders’ Meeting (together with any
amendments thereof or supplements thereto, the “Company Proxy Statement”). In
addition, Chardan shall prepare and file with the SEC any other filings relating
to the Transactions contemplated by this Agreement as and when required or
requested by the SEC.  Chardan will use all reasonable efforts to
respond to any comments made by the SEC with respect to the Company Proxy
Statement and any other filings.  Chardan shall furnish all
information concerning it and the holders of its capital stock as any other
party hereto may reasonably request in connection with such actions and the
preparation of the Company Proxy Statement and any other filings.  As
promptly as reasonably practicable, Chardan shall mail the Company Proxy
Statement to its stockholders.  The Company Proxy Statement shall
include the recommendation of the Board of Directors of Chardan that adoption of
this Agreement by Chardan’s stockholders is advisable and that Chardan’s Board
of Directors has determined that this Agreement, and the Transactions it
contemplates, is in the best interests of Chardan’s stockholders and recommends
that Chardan’s stockholders vote in favor of the Agreement and the other matters
set forth in Section 7.3(a).

     

    (ii)           No
amendment or supplement to the Company Proxy Statement or any other filings
relating to the Transactions contemplated by this Agreement, nor any response to
any comments or inquiry from the SEC, will be made by Chardan without providing
the other parties with a reasonable opportunity to review and comment
thereon.  Chardan will advise the other parties promptly after it
receives notice of any request by the SEC for amendment of the Company Proxy
Statement or any other filings relating to the transactions contemplated by this
Agreement or comments thereon and responses thereto or requests by the SEC for
additional information.

     

    (d)           Chardan’s
Stockholders’ Meeting. Chardan shall call and hold a meeting of its
stockholders (including any adjournments thereof, the “Company Stockholders’
Meeting”) as promptly as reasonably practicable after the date hereof for
the purpose of voting upon the adoption of this Agreement and the other matters
set forth in Section 7.3(a).

     

    9.12.        SEC
Filings.  Each of the parties hereto acknowledges
that:

     

    (a)           Stockholder
Approval.
Chardan’s stockholders must approve the transactions contemplated by this
Agreement prior to the transactions contemplated hereby being consummated and
that, in connection with such approval, Chardan must call the Company
Stockholders’ Meeting requiring Chardan to prepare and file with the SEC the
Company Proxy Statement and proxy card;

     

    (b)           Periodic
Reports.  Chardan will be
required to file periodic reports that must contain information about the
Transactions contemplated by this Agreement;

     

    (c)           Current
Reports.  Chardan will be
required to file Current Reports on Form 6-K to announce the Transactions
contemplated hereby and other significant events that may occur in connection
with such Transaction; and

     

    (d)           Cooperation.  In connection
with any filing Chardan makes with the SEC that requires information about the
Transactions contemplated by this Agreement to be included, each of the parties
hereto will, in connection with the disclosure included in any such filing or
the responses provided to the SEC in connection with the SEC’s comments to a
filing, use their commercially reasonable efforts to (A) cooperate with Chardan,
(B) respond to questions about the Target Business and this Transaction required
in any filing or requested by the SEC, and (C) provide any information
reasonably requested by Chardan or Chardan’s representatives in connection with
any filing with the SEC.

    


    
      
        
           


        

        
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    (e)           Proxy
Review.  It being understood by the parties hereto that the
Company Proxy Statement will not be completed prior to the date of this
Agreement, each of the Seller Controlling Party and FlatWorld will have an
opportunity to review and comment on the Company Proxy Statement prior to its
filing, and Chardan will cooperate to resolve any legitimate disputes with
respect to the disclosure contained therein to the satisfaction of all parties
in interest prior to filing; provided, that the
Seller Controlling Party and FlatWorld acknowledge and agree that Chardan shall
have the final approval as to the contents of the Company Proxy
Statement.

     

    9.13.        Financial
Information.  Sellers and Seller Controlling Party shall
provide additional financial information with respect to the Target Business
requested by Chardan for inclusion in any filings to be made by Chardan with the
SEC.  If requested by DAL or Chardan due to regulatory requirements,
such information shall be reviewed or audited by Chardan’s or DAL’s
auditors.

     

    9.14.        Books and
Records.

     

    (a)           On
and after the Closing Date, DAL and the Newly-Formed LLCs will permit the
Sellers and their representatives, during normal business hours, to have access
to and to examine and make copies of its books and records, respectively, which
relate to events occurring prior to the Closing Date or to transactions or
events occurring subsequent to the Closing Date which arise out of transactions
or events occurring prior to the Closing Date to the extent reasonably necessary
to the Sellers in connection with the preparation of any Tax returns, Tax
audits, government or regulatory investigations, lawsuits or any other matter in
which the Sellers are a party or are otherwise involved.

     

    (b)           DAL
and the Newly-Formed LLCs will preserve and keep all of their respective books
and records relating to any Seller for a period of at least seven years from the
Closing Date.  After such seven year period, before DAL and the
Newly-Formed LLCs shall dispose of any such books and records, at least ninety
(90) days prior written notice to such effect shall be given by DAL and the
Newly-Formed LLCs to the Sellers and Sellers shall be given the opportunity, at
their sole cost and expense, to remove and retain all or a part of such books
and records as they may select.

     

    9.15.        Existing
Members Assignment.  The parties hereto understand that Fortuna
shall assign its entire interest in DAL to FlatWorld immediately after the
Closing and hereby consent to and/or approve of the assignment by Fortuna to
FlatWorld, immediately after the Closing, of its entire interest in DAL and all
rights, interests and obligations it has under this Agreement and any other
Transaction Document.  This Section 9.15 shall serve as the consent or
approval required of all relevant parties to effect the assignment of all
rights, interests and obligations from Fortuna to FlatWorld under any
Transaction Document.

    


    
      
        
           


        

        
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    ARTICLE
10

     

    GOVERNING
LAW; DISPUTE RESOLUTION.

     

    10.1.        Governing
Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ITS CONFLICTS OF
LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAW OF
ANOTHER JURISDICTION.

     

    10.2.        Consent
to Jurisdiction.  Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of any Florida State court or Federal court of the United States of
America sitting in Broward County, Florida for purposes of all proceedings
arising out of, or in connection with, this Agreement or the Transactions
contemplated hereby; waives and agrees not to assert any objection that it may
now or hereafter have to the laying of the venue of any such proceeding brought
in such a court or any claim that any such proceeding brought in such a court
has been brought in an inconvenient forum; agrees that the mailing of process or
other papers in connection with any such action or Proceeding in the manner
provided in Section 13.6 or any other manner as may be permitted by Law shall be
valid and sufficient service thereof; and agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
applicable Law.  The preceding sentence shall not limit the
jurisdiction of the Arbitrating Accountants as set forth in Section 2.7 of the
DAL Membership Interest Agreement, although claims may be asserted in such
courts described in the preceding sentence for purposes of enforcing the
jurisdiction of the Arbitrating Accountant.

     

    ARTICLE
11

     

    INDEMNITY

     

    11.1.        Indemnification.

     

    (a)           Subject
to the other provisions of this Article 11, after the Closing, and subject to
Section 11.2, each Seller and the Seller Controlling Party, jointly and
severally, agrees to indemnify and hold harmless each of the Chardan Indemnified
Parties from and against:

     

    (i)           any
and all Losses based upon, attributable to or resulting from the failure of any
representation or warranty of any Seller, any Newly-Formed LLC or the Seller
Controlling Party, respectively, set forth in Articles 3 and 4 (and all
representations and warranties made by any such party in the DAL Membership
Interest Agreement) or any representation or warranty contained in any
certificate delivered by or on behalf of any Seller, any Newly-Formed LLC or the
Seller Controlling Party, pursuant to this Agreement or the DAL Membership
Interest Agreement, to be true and correct in all respects as of the date
made;

     

    (ii)           any
and all Losses based upon, attributable to or resulting from the breach of any
covenant or other agreement on the part of any Seller, Seller Controlling Party
or, prior the Closing, any Newly-Formed LLC, respectively, under this Agreement,
the DAL Membership Interest Agreement or the Contribution
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    (iii)           any
and all Losses based upon, attributable to or resulting from or related to Nonassumed Liabilities,
including all Losses in connection with any event, non-event, action, inaction
or condition with respect to the Pre-Closing Period; and

     

    (iv)           with
respect to any Pre-Closing Period, any Taxes, additional Taxes, interest or
penalties assessed or found to be due relating to any Seller, the Seller
Controlling Party or (prior to the Closing) the Newly-Formed LLCs (and each
Seller and the Seller Controlling Party hereby, jointly and severally, guarantee
the payment of any such Taxes, additional Taxes, interest or penalties), other
than in connection with Assumed Liabilities.

     

    (b)           Subject
to the other provisions of this Article 11, after the Closing, each of
FlatWorld, Gupta and Valenty, (but in the case of Gupta and Valenty, severally
and not jointly, with any claim paid pro rata in the ratio of 60%
from Gupta and 40% from Valenty), agrees to indemnify and hold harmless each of
the Chardan Indemnified Parties and Stern Indemnified Parties from and
against:

     

    (i)           any
and all Losses based upon, attributable to or resulting from the failure of any
representation or warranty of DAL, any Existing Member, Gupta or Valenty, set
forth in Article 5 (and all representations and warranties made by any such
party in the DAL Membership Interest Agreement) or any representation or
warranty contained in any certificate delivered by or on behalf of DAL (prior to
the Closing), any Existing Member, Gupta or Valenty pursuant to this Agreement
or the DAL Membership Interest Agreement, to be true and correct in all respects
as of the date made;

     

    (ii)           any
and all Losses based upon, attributable to or resulting from the breach of any
covenant or other agreement on the part of DAL (prior to the Closing), any
Existing Member, Gupta or Valenty, respectively, under this Agreement or the DAL
Membership Interest Agreement; and

     

    (iii)           with
respect to any Pre-Closing Period, any and all liabilities and obligations of
DAL to the extent not related to the Transaction Documents or the letters of
intent related thereto, including any and all Losses based upon, attributable to
or resulting from any event, non-event, action, inaction or condition, or any
obligation or liability on the part of DAL with respect to any Pre-Closing
Period, not related to the Transaction Documents or the letters of intent
related thereto.

     

    (c)           Subject
to the other provisions of this Article 11, after the Closing, Chardan agrees to
indemnify and hold harmless each of the Stern Indemnified Parties from and
against:

     

    (i)           any
and all Losses based upon, attributable to or resulting from the failure of any
representation or warranty of Chardan, set forth in Article 6 (and as included
in the DAL Membership Interest Agreement) or any representation or warranty
contained in any certificate delivered by or on behalf of Chardan pursuant to
this Agreement or the DAL Membership Interest Agreement, to be true and correct
in all respects as of the date made; or

    


    
      
        
           


        

        
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    (ii)           any
and all Losses based upon, attributable to or resulting from the breach of any
covenant or other agreement on the part of Chardan, under this Agreement or the
DAL Membership Interest Agreement.

     

    (d)           Subject
to the other provisions of this Article 11, after the Closing, DAL and the
Newly-Formed LLCs agree to indemnify and hold harmless each of the Stern
Indemnified Parties from and against any and all Losses based upon, attributable
to or resulting from the breach of any covenant or other agreement on the part
of any Newly-Formed LLC under the Contribution Agreements, including with
respect to any Assumed Liabilities.

     

    11.2.        Limitations
on Indemnification.  With respect to indemnification for any
Claims payable under Section 11.1(a), (b), (c) and (d):

     

    (a)           except
as provided in this Section 11.2, Sellers and Seller Controlling Party shall not
have any liability under Section 11.1 unless the aggregate amount of Losses to
all Chardan Indemnified Parties exceeds the Seller Basket;

     

    (b)          except
as provided in this Section 11.2, Chardan and, after the Closing, DAL and the
Newly-Formed LLCs, shall not have any liability under Section 11.1 unless the
aggregate amount of Losses to all Stern Indemnified Parties exceeds the Chardan
Basket;

     

    (c)           except
as provided in this Section 11.2, FlatWorld, Gupta and Valenty shall not have
any liability under Section 11.1 unless the aggregate amount of Losses to all
Stern Indemnified Parties and Chardan Indemnified Parties exceeds the FlatWorld
Basket;

     

    (d)           notwithstanding
Section 11.2(a), once the amount of the Seller Basket has been exceeded, each
Seller and the Seller Controlling Party, jointly and severally, shall be liable
for all subsequent Losses, subject to Section 11.2(g), to Chardan Indemnified
Parties, and the Seller Basket limitation shall not apply to such subsequent
Losses;

     

    (e)           notwithstanding
Section 11.2(b), once the amount of the Chardan Basket has been exceeded,
Chardan shall be liable for all subsequent Losses, subject to Section 11.2(h),
to Stern Indemnified Parties, and the Chardan Basket limitation shall not apply
to such subsequent Losses;

     

    (f)           notwithstanding
Section 11.2(c), once the amount of the FlatWorld Basket has been exceeded,
FlatWorld, Gupta and Valenty shall be liable for all subsequent Losses, subject
to Section 11.2(i), to Stern Indemnified Parties and the Chardan Indemnified
Parties, and the FlatWorld Basket limitation shall not apply to such subsequent
Losses;

     

    (g)           notwithstanding
anything to the contrary contained in this Agreement (except as provided in the
proviso at the end of this clause (g)), no amounts of indemnity shall be payable
by any Seller or Seller Controlling Party as a result of a Claim arising under
Section 11.1(a) which exceeds, in the aggregate, the Seller Indemnity Cap, to
the extent of such excess; provided that Seller
Basket and Seller Indemnity Cap shall not apply to the extent that any Claims or
Losses are due to breach of the Restrictive Covenants, and Sections 9.5, 3.1(b)
and (e) (Authority and Ownership, etc.), 4.3 (Taxes), 4.10(a) (Assets) and 4.12
(Brokerage), any fraud by any Seller or Seller Controlling Party, any
pre-Closing Taxes to the extent provided in Section 11.1(a)(iv) and, with
respect to Claims or Losses against the Sellers (but not the Seller Controlling
Party), Sections 9.4, 4.8 (Employees; Labor Disputes), 4.10(b) (Assets), 4.11
(Environmental Laws and Regulations), 4.13 (Employee Benefit Plans) or any
Claims with respect to Nonassumed Liabilities (as defined in the Contribution
Agreement);

    


    
      
        
           


        

        
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    (h)           notwithstanding
anything to the contrary contained in this Agreement, no amounts of indemnity
shall be payable by Chardan as a result of a Claim arising under Section 11.1(c)
which exceeds, in the aggregate, the Chardan Indemnity Cap, to the extent of
such excess; provided that Chardan
Basket and Chardan Indemnity Cap shall not apply to the extent that any Claims
or Losses are due to breach of Sections 6.1(b)(i) (Capitalization), 6.1(c)
(Authority), 6.16 (Brokerage) and 6.6 (Taxes), any fraud by Chardan or any
Claims arising after the Closing Date with respect to Assumed Liabilities (as
defined in the Contribution Agreement); and

     

    (i)           notwithstanding
anything to the contrary contained in this Agreement, no amounts of indemnity
shall be payable by FlatWorld, Gupta or Valenty as a result of a Claim arising
under Section 11.1(b) which exceeds, in the aggregate, the FlatWorld Indemnity
Cap, to the extent of such excess; provided that
FlatWorld Basket and FlatWorld Indemnity Cap shall not apply to the extent that
any Claims or Losses are due to breach of Sections 5.1(g) (Conduct of Business),
and 5.1(i) (Taxes), any fraud by FlatWorld, Gupta or Valenty, or any Losses
under Section 11.1(b)(iii) above.

     

    11.3.        Indemnification
Procedures.

     

    (a)           (i)
In the event that any Claim shall be asserted by any party hereto in respect of
which payment may be sought under Section 11.1 of this Agreement, the party
seeking indemnification hereunder shall promptly cause written notice of the
institution or assertion of such Claim, detailing with reasonable specificity
the nature and amount of such damages or of such Claim that is covered by this
indemnity, to be forwarded to the indemnifying party, who shall within fifteen
(15) Business Days of receipt of such written notice, notify the party asserting
such Claim as to whether the indemnifying party accepts or rejects such
indemnification obligation and (ii) in the event that any Claim shall be
asserted by any third party in respect of which payment may be sought under
Section 11.1 of this Agreement (a “Third Party Claim”), the
indemnified party shall promptly (but in no event less than ten (10) Business
Days after receipt) cause written notice of the institution or assertion of such
Claim, detailing with reasonable specificity the nature and amount of such
damages or of such Claim that is covered by this indemnity, to be forwarded to
the indemnifying party.  If the indemnifying party agrees that the
indemnification obligations set forth in this Article 11 apply to it with
respect to a particular Claim of a third party, the indemnifying party, at its
election and subject to Section 11.3(f) below, shall have the absolute and
exclusive right to defend against, contest (in a forum of its choice), appeal,
negotiate, settle, compromise or otherwise deal with such Claim (each of such
actions for the purposes of this Section 11.3 being referred to as “defending” a Claim or the
“defense” of a Claim),
and shall have the right, at its sole option and expense, to be represented by
counsel of its choice, which must be reasonably satisfactory to the indemnified
party, and the indemnified party agrees to cooperate fully with such
defense.  If the indemnifying party elects to defend such Claim, it
shall within fifteen (15) Business Days of the written notice in the first
sentence of this Section 11.3(a) (or sooner, if the nature of the Claim so
requires) notify the indemnified party of its intent to do so.

    


    
      
        
           


        

        
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    (b)           If
the indemnifying party elects to defend such Third Party Claim, the indemnified
party may be present at all meetings and Legal Proceedings, at his or its own
expense, but may not participate in the defense of such Claim; provided however, that the
indemnifying party shall pay for separate counsel for the indemnified parties,
if a conflict or potential conflict exists between the defenses available to the
indemnified party and those available to the indemnifying party that would make
separate representation advisable; provided further that the
indemnifying party shall not be required to pay for more than one such counsel
in any single jurisdiction for all indemnified parties in connection with any
Claim.  If the indemnifying party (A) elects not to defend such Third
Party Claim, (B) fails to notify the indemnified party of its election as herein
provided, or (C) contests its obligation to indemnify the indemnified party for
such Losses under this Agreement, the indemnified party may defend such Claim
and the indemnifying may participate in such a defense.  If the
indemnified party so defends any Third Party Claim and such Third Party Claim is
ultimately determined to be a Claim for which such party was entitled to
indemnification pursuant to this Article 11, then the indemnifying party shall
promptly reimburse the indemnified party for the reasonable expenses of
defending such Claim upon submission of periodic bills.  The parties
hereto agree to cooperate fully with each other in connection with any
Claim.  Each party shall provide the other party, copies of all
notices, correspondence, or other communications received by that party with
respect to the determination of the Claim promptly upon receipt thereof but in
any event within five (5) Business Days of receipt.

     

    (c)           Except
as provided in Section 11.8 below, after any final Order shall have been
rendered by a court, arbitration board or administrative agency of competent
jurisdiction and the expiration of the time in which to appeal therefrom, or a
settlement shall have been consummated, or the indemnified party and the
indemnifying party shall have arrived at a mutually binding agreement with
respect to a Claim hereunder, the indemnified party shall forward to the
indemnifying party notice of any sums due and owing by the indemnifying party
pursuant to this Agreement with respect to such matter and the indemnifying
party shall be required to pay all of the sums so due and owing to the
indemnified party by wire transfer of immediately available funds within thirty
(30) days after the date of such notice.

     

    (d)           The
failure of the indemnified party to give reasonably prompt notice of any Claim
shall not release, waive or otherwise affect the indemnifying party’s
obligations with respect thereto except to the extent that the indemnifying
party can demonstrate actual loss and prejudice as a result of such
failure.

     

    (e)           Notwithstanding
anything in this Section 11.3 to the contrary, no indemnifying party shall be
liable for any settlement of any Claim effected without its written Consent,
which Consent shall not be unreasonably withheld or delayed.  If the
indemnifying party shall have the exclusive authority to defend such Claim under
this Section 11.3, and the indemnified party nevertheless shall settle such
Claim, the indemnifying party shall have no liability with respect to such
settlement.

    


    
      
        
           


        

        
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    (f)           Notwithstanding
anything in this Section 11.3 to the contrary, any Claim for indemnification
pursuant to this Article 11 based on a breach of a representation, warranty or
covenant that survives the Closing for a finite period must be asserted on or
before the date of the expiration of such finite period for such Claim to be
enforceable.

     

    11.4.        Treatment
of Indemnity Payments.  The parties agree to treat any
indemnity payment made by the Sellers, FlatWorld, Gupta or Valenty pursuant to
this Article 11 as an adjustment to amounts received by the Sellers or FlatWorld
(including those indemnity payments made by Gupta or Valenty), respectively, or
an adjustment to amounts paid by Chardan (if paid by Chardan), pursuant to this
Agreement.

     

    11.5.        Calculation
of Losses.  Subject to the other provisions of this Article
11:

     

    (a)           Each
indemnified party shall use commercially reasonable efforts to mitigate Losses,
including seeking recovery under insurance policies and from Third
Parties.  Any insurance proceeds or recoveries from Third Parties
received by any indemnified party with respect to any Losses shall reduce, on a
dollar-for-dollar basis, the amount payable to such indemnified party under the
indemnification provisions of this Article 11.

     

    (b)           All
indemnification or reimbursement payments required pursuant to this Article 11
shall be reduced to take account of any net Tax benefit to the indemnified
party, whether or not claimed by the indemnified party, arising in connection
with the accrual, incurrence or payment of any Loss (including the net present
value of any Tax benefit arising in subsequent Taxable years, calculated using a
discount rate of 8% and assuming the highest applicable combined federal, state
and local statutory rate of Tax for the indemnified party in effect for the Tax
year in which such indemnification or reimbursement payment is
made).

     

    (c)           If,
at any time on or after the Closing Date, an indemnified party receives
recoveries under insurance policies or from Third Parties relating to a Loss, or
any refund, rebate, return, credit or other similar payment relating to Taxes,
for which an indemnifying party made an indemnification payment under this
Article 11, the indemnified party shall promptly notify the indemnifying parties
in writing of such receipt and shall remit the full amount of such payment
(including any interest thereon received by the indemnified party, but less any
Tax payable on the indemnified party’s receipt of such payment) to the
indemnifying parties.

     

    (d)           Sellers
shall not be required to make indemnification payments pursuant to this Article
11 for any Loss taken into account in the calculation of, and actually paid
pursuant to, any Working Capital Adjustment.

    


    
      
        
           


        

        
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    11.6.        Survival
of Representations and Warranties.  All representations and
warranties of the Newly-Formed LLCs, the Sellers, the Seller Controlling Party,
FlatWorld, Gupta or Valenty, Chardan and DAL contained in this Agreement, the
DAL Membership Interest Agreement or in any certificate delivered by or on
behalf of the foregoing parties shall survive the Closing and any investigation
made by or on behalf of any party hereto until eighteen (18) months after the
Closing Date; provided, however, that the
representations and warranties set forth in Section 3.1(b) and (e) (Authority
and Ownership, etc.), Section 4.10(a) (Assets), Section 4.12 (Brokerage),
Section 5.1(b) (Authorization, etc.), Section 5.1(e) (Brokerage), Section 5.1(h)
(Membership Interests), Section 6.1(b)(i) (Capitalization), Section 6.1(c)
(Authority), Section 6.16 (Brokerage) and any Claims for indemnification for
fraud or related to Nonassumed Liabilities and Assumed Liabilities shall survive
indefinitely; and provided further, that the representations and warranties set
forth in Section 4.3 (Taxes), Section 4.8 (Employees; Labor Disputes), Section
4.11 (Environmental Laws and Regulations), Section 4.13 (Employee Benefit
Plans), Section 5.1(i) (Taxes) and Section 6.6 (Taxes) shall survive until the
later of (i) sixty (60) days after the expiration of the applicable statute of
limitations for the applicable underlying Claim including any extensions or
waivers thereof or (ii) if there is no applicable statute of limitations, then
five (5) years from the Closing Date.  A written Claim for
indemnification under this Article 11 for breach of a representation or warranty
may be brought at any time, provided that the
representation or warranty on which such Claim is based continues to survive
under this Section 11.6 at the time notice of such Claim is given in accordance
with Section 11.3 hereof, and if such written notice is given within such
period, all rights to indemnification with respect to such Claim shall continue
in force and effect.

     

    11.7.        Indemnity
Exclusive Remedy; Effect of Fraud.  The indemnification
provided for in this Article 11 shall be the exclusive remedy for recovery with
respect to Losses suffered by any party to this Agreement, the DAL Membership
Interest Agreement or the Contribution Agreements; provided however, that the
indemnification provided for hereunder shall not be the exclusive remedy with
respect to any Losses occurring due to fraudulent conduct with respect to which
such fraudulent conduct the limitations of the Seller Basket and Seller
Indemnity Cap shall not apply.  Further, the indemnification provided
for hereunder shall not be the exclusive remedy with respect to any Losses
occurring due to any matter covered by the Tax Indemnity Agreements, in
connection with which the terms and provisions of the respective Tax Indemnity
Agreements shall apply.

     

    11.8.        Escrow to
Secure Sellers’ Indemnity Obligations.  The Sellers shall
secure their indemnity obligations and those of the Seller Controlling Party
under this Article 11 by depositing the Escrowed Equity with the Escrow Agent
pursuant to the Escrow Agreement.  Any indemnity recoveries from
Sellers and the Seller Controlling Party under this Article 11 shall be
recovered solely from the following sources and in the following
order:  (a) first, from cash, if any, held in escrow under the Escrow
Agreement, (b) second, as a forfeiture of Series A Preferred Interests of
Sellers held in escrow under the Escrow Agreement; (c) third, as a forfeiture of
Series A Preferred Interests of Sellers or the Seller Controlling Party not held
in escrow, (d) fourth, as a forfeiture of Common Interests of Sellers or the
Seller Controlling Party, (e) fifth, as a forfeiture of Common Interests
received upon the conversion of Series B Preferred Interests of Sellers, and (f)
sixth, cash proceeds from the sale of the foregoing, but in no event shall the
recovery of cash proceeds exceed the value of such Series A Preferred Interests
or Common Interests as set forth below; provided that the
Chardan Indemnified Parties shall be entitled to recover for any Losses, as
provided for above, from any Escrowed Equity released from the Escrow and any
proceeds thereof (unless such Escrowed Equity is released because cash is
substituted therefor, as provided for below), such Escrowed Equity to be valued
at the value thereof on the Closing Date, as provided below or the cash proceeds
from the sale thereof as provided above.  Pursuant to the terms and
provisions of the Escrow Agreement, Sellers shall have the right to substitute
cash for Escrowed Equity at any time.  The Sellers shall have the
right to designate the Escrow Agent under the Escrow Agreement, subject to the
consent of Chardan, such consent not to be unreasonably withheld.  For
purposes of any such indemnity recoveries or right to substitute cash for the
Escrowed Equity (i) the Series A Preferred Interests referred to in (b) and (c)
above shall be valued at $25,000,000, with each Series A Preferred unit valued
at its liquidation preference as set forth in the DAL Operating Agreement, and
(ii) each Unit of Common Interests shall be valued at the closing price of a
share of Chardan ordinary shares on the Closing Date as reported on The Nasdaq
Stock Market.

    


    
      
        
           


        

        
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    ARTICLE
12

     

    TERMINATION

     

    12.1.        Termination
of Agreement.  Anything to the contrary notwithstanding, this
Agreement and the transactions contemplated by this Agreement may be terminated
at any time prior to consummation of the Closing:

     

    (a)           by
mutual consent in writing of DAL, Chardan and Sellers;

     

    (b)           by
Chardan, upon written notice to the other parties, if any representation or
warranty of Sellers, Seller Controlling Party, DAL, Gupta, Valenty, or FlatWorld
in this Agreement or the DAL Membership Interest Agreement was untrue at the
date of this Agreement or subsequently became untrue, in either case, (i) such
untruth has had a Material Adverse Effect and (ii) is not curable or is not
cured by the Termination Date;

     

    (c)           by
Sellers, upon written notice to the other parties, if any representation or
warranty of DAL, Gupta, Valenty, FlatWorld or Chardan in this Agreement or the
DAL Membership Interest Agreement was untrue at the date of this Agreement or
subsequently became untrue in any material respect and, in either case, (i) such
untruth has had a DAL or Chardan  Material Adverse Effect and (ii) is
not curable or is not cured by the Termination Date;

     

    (d)           by
Chardan, upon written notice to the other parties, if any obligation, term or
condition to be performed, kept or observed by any Seller, Gupta, Valenty,
FlatWorld or DAL pursuant to this Agreement or the DAL Membership Interest
Agreement has not been performed, kept or observed such that the condition set
forth in Section 7.1(c) of the DAL Membership Interest Agreement cannot be
satisfied prior to the Termination Date or, if such failure is curable, if such
failure to perform, keep or observe is not cured prior to the Termination
Date;

     

    (e)           by
Sellers, upon written notice to the other parties, if any obligation, term or
condition to be performed, kept or observed by DAL, Gupta, Valenty, FlatWorld or
Chardan pursuant to this Agreement or the DAL Membership Interest Agreement has
not been performed, kept or observed such that the condition set forth in
Section 7.2(b) of the DAL Membership Interest Agreement cannot be satisfied
prior to the Termination Date or, if such failure is curable, if such failure to
perform, keep or observe is not cured prior to the Termination
Date;

     

    (f)           by
Chardan or Sellers, upon written notice to the other parties, if any permanent
injunction or other order of a court of competent jurisdiction or other
competent Governmental Entity preventing or prohibiting the consummation of the
transactions contemplated by this Agreement or the DAL Membership Interest
Agreement shall have become final and non-appealable; provided, that the right
to terminate under this Section 12.1(f) shall not be available to any Party who
willfully has not complied with its obligations under Article 9 and such
non-compliance materially contributed to the issuance of any such injunction or
order or who has initiated the action resulting in such injunction or
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    (g)           by
Chardan, if Chardan is not then in material breach of any of its obligations
hereunder or under the DAL Membership Interest Agreement, or by Sellers, if
Sellers are not then in material breach of any of their obligations hereunder or
under the DAL Membership Interest Agreement, if the Closing has not occurred by
December 31, 2009 (the “Termination Date”), upon
written notice to the other parties;

     

    (h)           by
Sellers, upon written notice to the other parties, in the event that the
conditions set forth in Section 7.3(a) of the DAL Membership Interest Agreement
have not been satisfied by the date set in such condition; and

     

    (i)   
        by Chardan or Sellers, if the
requisite number of Chardan’s stockholders have not approved the Transaction, as
described in Section 7.3(a) of this Agreement.

     

    12.2.        Effect of
Termination.  If this Agreement
shall be terminated pursuant to Section 12.1, all further obligations of the
parties under this Agreement shall terminate without further liability of any
party to any other; provided, however, that the
obligations of the parties contained in Section 13.3 hereof shall survive any
such termination.  A termination under this Article 12 does not
prejudice any claims which any party may have under this Agreement, in law or in
equity, as a consequence of any material breach of a covenant or agreement under
this Agreement by another party and does not impair the right of any party to
seek to compel specific performance by the other parties of their obligations
under this Agreement.  Any confidentiality agreements between the
parties shall remain in full force and effect, in accordance with their terms,
in the event of termination of this Agreement.

     

    ARTICLE
13

     

    MISCELLANEOUS
PROVISIONS

     

    Except as
specifically provided otherwise in this Agreement, the following provisions
shall apply hereto:

     

    13.1.        Amendment
and Modifications.  Subject to applicable Law, this Agreement
may be amended, modified and supplemented only by a written agreement between
DAL, Chardan, Seller Controlling Party and Sellers which states that it is
intended to be a modification of this Agreement.

     

    13.2.        Waiver of
Compliance.  Any failure of Sellers, any Newly-Formed LLC, or
Seller Controlling Party on the one hand, or DAL or Chardan, on the other hand,
to comply with any obligation, covenant, agreement or condition in this
Agreement may be expressly waived in writing by DAL, Chardan, Sellers, the
Newly-Formed LLCs and Seller Controlling Party, as applicable, but such waiver
or failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure by any Seller, any Newly-Formed LLC,
Seller Controlling Party, Chardan or DAL.

    


    
      
        
           


        

        
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    13.3.        Expenses. Except as otherwise provided
in the DAL Membership Interest Agreement, in the event that the transactions
contemplated by this Agreement shall not take place, then, subject to all rights
and remedies that a party may have against another party for breach of this
Agreement, all fees and expenses incurred by each party in connection with the
transactions contemplated by this Agreement shall be borne by the party
incurring such fees and expenses, including all fees of legal counsel,
investment bankers and accountants.  Other than as provided in this
Section 13.3, and in Section 13.3 of the DAL Membership Interest Agreement, in
the event that the Transactions contemplated by the Transaction Documents do not
close, neither FlatWorld nor DAL shall have any obligation to pay any fees,
costs or expenses related thereto, other than the fees, costs and expenses each
of them has incurred, respectively, or that has been incurred by each of their
counsel or advisors on DAL’s or FlatWorld’s behalf, as applicable.

     

    13.4.        Further
Assurances.  During the period between the execution of this
Agreement and the Closing, each party shall execute and deliver such further
certificates, agreements and other documents and take such other actions as the
other party may reasonably request to consummate or implement the transactions
contemplated by this Agreement or to evidence such events or
matters.

     

    13.5.        No Waiver
of Rights.  No failure on the part of any party to exercise or
delay in exercising any right hereunder shall be deemed a waiver thereof, nor
shall any single or partial exercise preclude any further or other exercise of
such right or any other right.

     

    13.6.        Notices.  Any
notice required, permitted or desired to be given pursuant to any of the
provisions of this Agreement shall be in writing and shall be deemed to have
been sufficiently given or served for all purposes if (i) delivered in
Person, (ii) sent by registered or certified mail, return receipt
requested, postage and fees prepaid, or (iii) sent by a national overnight
delivery service, return receipt requested, fees prepaid, to the parties as
follows:

     

    (a)          if
to Chardan, to:

     

    Chardan
2008 China Acquisition Corp.

    c/o
Chardan Capital, LLC

    474 Three
Mile Road

    Glastonbury,
CT 06033

    Attn:  Dan
Beharry

    Facsimile:  (281)
644-5751

    email:  dbeharry@chardancapital.com

     

    and
to:

     

    Loeb
& Loeb LLP

    345 Park
Avenue

    New York,
NY 10154

    Attn:
Mitchell S. Nussbaum

    Facsimile:  212-407-4990

    email:
mnussbaum@loeb.com

    


    
      
        
           


        

        
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    (b)          if
to DAL , any Existing Member, Gupta or Valenty, to:

     

    DAL
Group, LLC

    c/o
FlatWorld Capital LLC

    666 Third
Avenue, 15th
Floor

    New York,
New York  10017

    Attn:
Jeffrey A. Valenty

    Facsimile:
(212) 796-4002

    Email:
valenty@flatworldcapital.com

     

    with a
copy (which shall not constitute notice) to:

     

    Proskauer
Rose LLP

    1585
Broadway

    New York,
New York  10036

    Attn:
Daniel J. Eisner

    Facsimile:
(212) 969-2900

    Email:
deisner@proskauer.com

     

    (c)          if
to any Seller, any Newly-Formed LLC or Seller Controlling Party, to such Seller
or Seller Controlling Party at the following address:

     

    Law
Offices of David J. Stern, P.A.

    900 South
Pine Island Road

    Suite
400

    Plantation,
FL 33324

    Attn:  David
J. Stern, Esq.

    Facsimile:  (954)
648-5228

    email:
djstern@att.blackberry.net

     

    with a
copy (which shall not constitute notice) to:

     

    Dykema
Gossett PLLC

    400
Renaissance Center

    Detroit,
MI 48243

    Attn:  Thomas
Vaughn

    Facsimile:  (313)
568-6915

    email:  tvaughn@dykema.com

     

    or to
such other address as a party shall furnish to the other parties in
writing.  Any notice given under this Section 13.6 shall be effective
(i) if delivered personally, when delivered, (ii) if delivered overnight by
national overnight courier, the end of the next Business Day after deposit with
such courier, and (iii) if mailed, the third Business Day after
mailing.  Any of the parties hereto may at any time and from time to
time change the address to which notice shall be sent hereunder by notice to the
other parties at the addresses given under this Section 13.6.  The
date of the giving of any notice sent by mail shall be the date of the posting
of the mail.

    


    
      
        
           


        

        
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    13.7.        Assignment.  This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto without the
prior written consent of the other parties; provided, that DAL
may assign this Agreement and all provisions hereof to any acquiror of DAL;
provided further, that Fortuna
shall assign all rights, interests and obligations it has under this Agreement
and any other Transaction Document to FlatWorld immediately after the
Closing.

     

    13.8.        Enforcement.  In the event any
party resorts to legal action to enforce or interpret any provision of this
Agreement, the prevailing party will be entitled to recover the costs and
expenses of such action so incurred, including reasonable attorney’s fees, from
any party that opposes the prevailing party in such legal action.

     

    13.9.        Counterparts.  This
Agreement may be executed in two (2) or more counterparts, each of which shall
be deemed an original, but shall constitute one and the same
instrument.  Copies (whether photostatic, facsimile or otherwise) of
this Agreement may be made and relied upon to the same extent as an
original.  The exchange of copies of this Agreement and of signature
pages by facsimile transmission or e-mail shall constitute effective execution
and delivery of this Agreement as to all parties hereto and may be used in lieu
of the original Agreement for all purposes.  Signatures of the parties
transmitted by facsimile or e-mail shall be deemed to be their original
signatures for all purposes.

     

    13.10.      Headings.  The
headings of the Sections and Articles herein are inserted for convenience only
and shall not constitute a part hereof or affect in any way the meaning or
interpretation of such Agreement.

     

    13.11.      Entire
Agreement.  This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained therein, and
supersedes all prior agreements, whether oral or written, by any officer,
employee or representative of any party hereto with respect to the subject
matter hereof.

     

    13.12.      Third
Party Beneficiaries.  Except as specifically set forth or
referred to herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any Person other than the parties hereto and
their successors or assigns, any rights or remedies under or by reason of this
Agreement.

     

    13.13.      Severability.  If
any provision of this Agreement shall hereafter be held to be invalid or
unenforceable for any reason, that provision shall be modified to the maximum
extent permitted to preserve the parties’ original intent; failing which, it
shall be severed from this Agreement with the balance of this Agreement
continuing in full force and effect.  Such occurrence shall not have
the effect of rendering the provision in question invalid in any other
jurisdiction or in any other case or circumstance, or of rendering invalid any
other provisions contained herein to the extent that such other provisions are
not themselves in conflict with any applicable Law.

    


    
      
        
           


        

        
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    13.14.      Specific
Performance.  The parties agree
that irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof,
without bond or other security being required, in addition to any other remedy
to which they are entitled at law or in equity; provided, however, that all
parties hereto understand and agree that Chardan shall not be subject to actions
for specific performance of this Agreement, the other Transaction Documents or
the Transactions contemplated hereby in the event that the condition described
in Section 7.3(a) hereof is not satisfied.

     

    13.15.      Appendices,
Exhibits and Schedules.

     

    (a)           The
Disclosure Schedules referred to herein are intended to be and hereby are
specifically incorporated herein and made a part of this Agreement as if set
forth herein in full.

     

    (b)           The
Disclosure Schedules provide information with respect to, or otherwise qualify,
the representations, warranties and covenants in this
Agreement.  Notwithstanding anything to the contrary contained in this
Agreement, any of the exhibits or the Disclosure Schedules, any information
disclosed in one section of this Agreement, an exhibit or the Disclosure
Schedules shall be deemed to be disclosed with respect to this Agreement, the
exhibits and all sections of the Disclosure Schedules, as the case may
be.

     

    [THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

    


    
      
        
           


        

        
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    COUNTERPART
SIGNATURE PAGE – MASTER ACQUISITION AGREEMENT

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.

     

    
      
        
          
            
              
                	
                        
                          DAL
      GROUP, LLC

                        

                      
	
                        By:

                      	
                        
                          
                            FLATWORLD
      DAL LLC, its Member

                          

                        

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        
                          NAGINA
      ENGINEERING INVESTMENT CORP., its Member

                        

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        
                          Name:
      Raj K. Gupta

                        

                      
	 
      	 
      	
                        
                          Title:  President

                        

                      


              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      SELLERS:

                                    
	 
      
	
                                      LAW
      OFFICES OF DAVID J. STERN, P.A.

                                    
	 
      
	
                                      By:

                                    	 
      
	
                                      Name:

                                    	 
      
	
                                      Title:

                                    	 
      
	 
      
	
                                      PROFESSIONAL
      TITLE AND ABSTRACT COMPANY OF FLORIDA, INC.

                                    
	 
      
	
                                      By:

                                    	 
      
	
                                      Name:

                                    	 
      
	
                                      Title:

                                    	 
      
	 
      
	
                                      DEFAULT
      SERVICING, INC.

                                    
	 
      
	
                                      By:

                                    	 
      
	
                                      Name:

                                    	 
      
	
                                      Title:

                                    	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          63

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              	
                      SELLER
      CONTROLLING PARTY:

                    
	 
      
	 
      
	
                      David
      J. Stern

                    
	 
      
	 
      
	
                      Raj
      K. Gupta

                    
	 
      
	 
      
	
                      Jeffrey
      A. Valenty

                    


            

          

        

      

    

    


    
      
        
          
            	
                    FLATWORLD
      DAL LLC

                  
	
                    By:

                  	
                    FORTUNA
      CAPITAL PARTNERS LP,

                    its
      Member

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    FORTUNA
      CAPITAL CORP.,

                    its
      General Partner

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:
      Jeffrey A. Valenty

                  
	 
      	 
      	
                    Title:   President

                  


          

        

      

    

    


    
      
        
          
            	
                    FORTUNA
      CAPITAL PARTNERS LP

                  
	
                    By:

                  	
                    FORTUNA
      CAPITAL CORP.,

                    its
      General Partner

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:
      Jeffrey A. Valenty

                  
	 
      	 
      	
                    Title:   President

                  


          

        

      

    

    


    
      
        
          
            
              	
                      DJS
      PROCESSING, LLC

                    
	 
      	 
      
	
                      By:

                    	 
      
	
                      Name:

                    	 
      
	
                      Title:

                    	 
      


            

          

        

      

    

    


    
      
        
           


        

        
          64

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  PROFESSIONAL
      TITLE AND ABSTRACT COMPANY OF FLORIDA, LLC

                                
	 
      	 
      
	
                                  By:

                                	 
      
	
                                  Name:

                                	 
      
	
                                  Title:

                                	 
      
	 
      	 
      
	
                                  DEFAULT
      SERVICING, LLC

                                
	 
      	 
      
	
                                  By:

                                	 
      
	
                                  Name:

                                	 
      
	
                                  Title:

                                	 
      
	 
      	 
      
	
                                  CHARDAN
      2008 CHINA ACQUISITION CORP.

                                
	 
      	 
      
	
                                  By:

                                	 
      
	
                                  Name:

                                	 
      
	
                                  Title:

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          65

          
            

          

        

        
           


        

      

    

     

    DISCLOSURE
SCHEDULES

     

    SEE
ATTACHED


    


    
      
        
           


        

        
          66

          
            

          

        

        
           


        

      

    

     

    Exhibits

    


    
      
        	
                Exhibit
      A

              	 
      	
                Contribution
      Agreements

              
	
                Exhibit
      B

              	 
      	
                DAL
      Membership Interest Agreement

              
	
                Exhibit
      C

              	 
      	
                DAL
      Operating Agreement

              
	
                Exhibit
      D

              	 
      	
                Employment
      Agreement

              
	
                Exhibit
      E

              	 
      	
                Escrow
      Agreement

              
	
                Exhibit
      F

              	 
      	
                Facilities
      Sharing Agreement

              
	
                Exhibit
      G

              	 
      	
                Registration
      Rights Agreement

              
	
                Exhibit
      H

              	 
      	
                Services
      Agreement

              
	
                Exhibit
      I

              	 
      	
                Tax
      Indemnity Agreements

              
	
                Exhibit
      J

              	 
      	
                Voting
      Agreement

              
	
                Exhibit
      K

              	 
      	
                Press
      Release – Agreed Upon
Language

              


      

    

     

     

    
      
        
        

      

      
        67